Common use of Settlement Clause in Contracts

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s 's becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i10.3.2(a), the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time prior to the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i13.3.2 (Control of Defense), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i14.5(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third The Indemnifying Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation be required to indemnify the Indemnified Party hereunderwith respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is a Parent Indemnified Party, such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on 10 days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of the Company or the Surviving Corporation and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives 10 days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("Settlement Notice") and the Indemnified Party fails or refuses to consent to such settlement within 10 days after delivery of the Settlement Notice to the Indemnified Party, and subject to such settlement otherwise complies with the Litigation Conditions being satisfiedprovisions of this Section 6.4, the indemnifying Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will have the sole right to agree consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose of such Loss, on such terms as without the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (Party, if such consent not to be unreasonably withheld, delayed judgment or conditioned). The indemnifying Party will not be liable for settlement imposes any settlement obligation or other disposition of a Loss by an liability upon the Indemnified Party that is reached without other than the prior written consent execution, delivery or approval thereof and customary releases of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability claims with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedsubject matter thereof.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will not admit liability or violation of Law on the part of the Indemnified Party or result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannermanner (such as granting a license or admitting the invalidity of a Patent Controlled by an Indemnified Party), and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.4.1, the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect The Indemnifying Party shall not be required to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to ---------- indemnify the Indemnified Party hereunderwith respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is a Parent Indemnified Party, such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on 10 days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of the Company or the Surviving Corporation and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives 10 days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("Settlement Notice") and the Indemnified Party fails or refuses to ----------------- consent to such settlement within 10 days after delivery of the Settlement Notice to the Indemnified Party, and subject to such settlement otherwise complies with the Litigation Conditions being satisfiedprovisions of this Section 6.4, the indemnifying Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will have the sole right to agree consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose of such Loss, on such terms as without the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (Party, if such consent not to be unreasonably withheld, delayed judgment or conditioned). The indemnifying Party will not be liable for settlement imposes any settlement obligation or other disposition of a Loss by an liability upon the Indemnified Party that is reached without other than the prior written consent execution, delivery or approval thereof and customary releases of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability claims with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedsubject matter thereof.

Settlement. With respect to any Third Party Claims that relate Loss relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business or reputation of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement settlement, or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i7.3(b), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement settlement, or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached shall not, without the prior written consent of the indemnifying Indemnified Party. Regardless of whether the indemnifying Party chooses , agree to defend any settlement or prosecute acquiesce to any Third Party Claim, no Indemnified Party will admit any liability judgment with respect to a Claim that obligates the Indemnified Party to pay any amount subject to indemnification by the Indemnifying Party or settle, compromise causes the Indemnified Party to admit to any civil or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedcriminal liability.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s Indemnitee becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriateappropriate (provided, however, that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)clause 19.8.2, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss, provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party that has assumed the defense of (and continues to defend) the Claim in accordance with clause 19.8.2 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not Claim in accordance with clause 19.8.2. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to be unreasonably withheld, delayed or conditionedomitted portions.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i12.3(b)(i), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. The Indemnifying Party will pay all amounts on behalf of the Indemnified Party at or prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i14.3(b), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 14.3(b) will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 14.3(b).

Settlement. With respect to any Third Party Claims Claim for which the Indemnifying Party has assumed the defense of such Third Party Claim in accordance with Section 11.3.2 that relate relates solely to the payment of money damages in connection with a such Third Party Claim and that will not result in the Indemnified Party’s any AbbVie Indemnitee or Morphic Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party all AbbVie Indemnitees or Morphic Indemnitees, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate; provided, that the Indemnifying Party may not enter into any compromise or settlement without the prior written consent of the Indemnified Party unless such compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party and all AbbVie Indemnitees or Morphic Indemnitees, as applicable, a release from all liability in respect of such Third Party Claim. With respect to all other Losses in connection with Third Party Claims, where Claims for which the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.3.2, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Third Party Claim; provided, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying If the Indemnifying Party will has assumed the defense of a Third Party Claim in accordance with Section 11.3.2, the Indemnifying Party shall not be liable for any settlement or other disposition of a Loss such Third Party Claim by an Indemnified Party AbbVie Indemnitee or a Morphic Indemnitee, as applicable, that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each AbbVie Indemnitee or Morphic Indemnitee, as applicable, does not, admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim for which it has or intends to seek indemnification under Section 11.1 or Section 11.2, as applicable, without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i7.3(b)(i), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the entry of judgment. With respect to all other Losses in connection with a Third Party ClaimsClaim, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i17.3.2(a), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party's sole and absolute discretion). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i8.5(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i8.3(b)(i), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriateappropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)15.3, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 15.3 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 15.3.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)12.4.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss, provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall, and the Indemnified Party shall ensure that no indemnitee shall, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)13.4.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party, such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will not admit liability or violation of Law on the part of the Indemnified Party or result in the Indemnified Party’s becoming subject to injunctive or other * ***Confidential Treatment Requested relief or otherwise adversely affecting the business of the Indemnified Party in any mannermanner (such as granting a license or admitting the invalidity of a Patent Right Controlled by an Indemnified Party), and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)10.4.1, the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement settlement, consent to entry of judgment, or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses (i) relating solely to the payment of money damages in connection with a Third Party Claim and Claim, (ii) that will not result in the Indemnified Party’s Party becoming subject to injunctive or other relief or otherwise adversely affecting affect the business or reputation of the Indemnified Party in any manner, and (iii) as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement settlement, or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i9.3(b), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement settlement, or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (such Party, which consent shall not to be unreasonably withheld, delayed withheld or conditioned)delayed. The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached shall not, without the prior written consent of the indemnifying Indemnified Party. Regardless of whether the indemnifying Party chooses , agree to defend any settlement or prosecute acquiesce to any Third Party Claim, no Indemnified Party will admit any liability judgment with respect to a Claim that obligates the Indemnified Party to pay any amount subject to indemnification by the Indemnifying Party or settle, compromise causes the Indemnified Party to admit to any civil or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedcriminal liability.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)12.3.2.1, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s Indemnitee becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriateappropriate (provided, however, that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.3.2, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss, provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party that has assumed the defense of (and continues to defend) the Third Party Claim in accordance with Section 11.3.2 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 11.3.2.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s Party (i) becoming subject to injunctive or other relief or otherwise adversely affecting the business (ii) admitting any breach or violation of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfiedcontract or law, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriateappropriate (provided, however, that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto). With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i10.3(b), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, it obtains the prior written consent of the Indemnified Party (such which consent will be not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Indemnifying Party that has assumed the defense of (and continues to defend) the Third Party Claim in accordance with Section 10.3(b) will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 10.3(b).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will shall deem appropriateappropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and shall transfer to the Indemnified Party all amounts which said Indemnified Party shall be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.4, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to shall be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party will that has assumed the defense of the Third Party Claim in accordance with Section 11.4 shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will Indemnitee shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent 16 Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 11.4.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i16.7(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. The Indemnifying Party will pay all amounts on behalf of the Indemnified Party at or prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)14.4, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 14.4 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 14.5.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i11.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s any Sanofi Indemnitee or Licensee Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in any manner, manner and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party such Sanofi Indemnitee or Licensee Indemnitee, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.4.1, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Third Party Claim, provided that it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss Third Party Claim by an Indemnified Party a Sanofi Indemnitee or a Licensee Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each Sanofi Indemnitee or Licensee Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i11.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting and materially affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will party shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Partyparty, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i11.3(b), the indemnifying Party will party shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided (i) it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld), delayed or conditioned)and (ii) include as an unconditional term thereof the giving by the Third Party to such Indemnified Party of a release from all liability in respect to such Third Party Claim. The indemnifying Party will party shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether party, unless the indemnifying party has failed to assume the defense and employ counsel in accordance with Section 11.3(b). In the event that (i) an Indemnified Party chooses to defend or prosecute any seeks indemnification from the indemnifying party under this ARTICLE XI for a Third Party Claim, and (ii) the indemnifying party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder with respect thereto, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedparty.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i7.4(a), the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party, such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the entry of judgment. With respect to all other Losses in connection with a Third Party ClaimsClaim, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i14.3.2(a), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Third Party Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriateappropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Third Party Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)14.3, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Third Party Loss; provided, however, it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 14.3 will not be liable for any settlement or other disposition of a Third Party Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 14.3. * Confidential treatment requested.

Settlement. With respect Notwithstanding Section 7.4(a), the Filing Party may resolve, settle or agree to any Third Party Claims that relate solely to the payment of money damages deficiency, claim or adjustment proposed, asserted or assessed in connection with any Audit of any Tax Return that it is responsible for filing under Section 2.1 of this Agreement if the Filing Party has provided the Non-Filing Party with a Third Party Claim and reasonable opportunity to review a copy of that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business portion of the Indemnified settlement or compromise proposal which relates to the claim for which the Filing Party is seeking indemnification hereunder; provided, that if (a) the Filing Party fails to provide the Non-Filing Party such a reasonable opportunity to review such portion of such proposal, or (b) after such reasonable opportunity to review such proposal the Non-Filing Party in any mannerwriting reasonably withholds its consent to all or part of such settlement or compromise proposal, and then, unless the Filing Party was not required to continue the applicable contest under the terms of Section 7.4(a), the Non-Filing Party shall not be obligated to indemnify the Filing Party hereunder to the extent of the amount attributable to the loss to which such settlement or compromise relates as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Non-Filing Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)reasonably withheld its consent, the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to any other loss for which a successful contest is foreclosed because of such settlement or settlecompromise as to which the Non-Filing Party has reasonably withheld its consent. If the Filing Party effects a settlement or compromise of such contest, notwithstanding that the Non-Filing Party has reasonably withheld its consent thereto, the Filing Party shall repay to the Non-Filing Party such amounts that the Non-Filing Party advanced pursuant to clause (a)(4) of this Section 7.4 hereof as relate to such claim, to the extent that the Non-Filing Party has reasonably withheld its consent to the settlement or compromise or discharge, thereof (together with interest at the prime rate as published in the Wall Street Journal on any Third such amount paid by the Non-Filing Party Claim without from the prior written consent of date paid by Lessee to the indemnifying date repaid by the Filing Party, such consent not to be unreasonably withheld, delayed or conditioned).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not constitute an admission of liability by the Indemnified Party, result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i10.5(b)(1), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim for which it intends to seek indemnification pursuant to Section 10.3 or 10.4, as applicable, without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.4.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss, provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall, and the Indemnified Party shall ensure that no indemnitee shall, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i11.6(d)(i), the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Amended and Restated Strategic License Agreement Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims Claim that relate the Indemnifying Party has assumed the defense of in accordance with Section 8.2.2 that relates solely to the payment of money damages in connection with a such Third Party Claim and that will shall not result in the Indemnified Party’s any Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party any Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party all Forest Indemnitees or Xxxxxxx Indemnitees, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless such compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party and all Forest Indemnitees or Xxxxxxx Indemnitees, as applicable, of a release from all liability in respect of such claim. With respect to all other Losses in connection with Third Party Claims, where Claims that the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)8.2.2, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Third Party Claim; provided, however, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying If the Indemnifying Party will has assumed the defense of a Third Party Claim in accordance with Section 8.2.2, the Indemnifying Party shall not be liable for any settlement or other disposition of such Third Party Claim by a Loss by an Indemnified Party Forest Indemnitee or a Xxxxxxx Indemnitee, as applicable, that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim for which it has or intends to seek indemnification under Section 8.1 without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. The Indemnifying Party will pay all amounts on behalf of the Indemnified Party at or prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)14.4, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 14.4 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying PartyThird Party Claim in accordance with Section 14.5. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, such consent not to be unreasonably withheld, delayed or conditionedAS AMENDED.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting and materially affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will party shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Partyparty, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i11.3(b), the indemnifying Party will party shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided (i) it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld), delayed or conditioned)and (ii) include as an unconditional term thereof the giving by the Third Party to such Indemnified Party of a release from all liability in respect to such Third Party Claim. The indemnifying Party will party shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether party, unless the indemnifying party has failed to assume the defense and employ counsel in accordance with Section 11.3(b). In the event that (i) an Indemnified Party chooses to defend or prosecute any seeks indemnification from the indemnifying party under this ARTICLE XI for a Third Party Claim, and (ii) the indemnifying party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder with respect thereto, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.party. (e)

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affecting affect the business or interests of the Indemnified Party in any manner, manner and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party applicable indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossClaim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses Claims in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i13.3(b) (Control of Defense), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Claim; provided, it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying If the Indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Claim as provided above, the Indemnified Party may defend against such Claim; provided, that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit shall not settle any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i7.3.2(a), the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim in a manner that has a materially adverse effect on the indemnifying Party without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief relief, requires an admission on the part of the Indemnified Party of liability or wrong doing or that invalidates, narrows in scope or enforceability any Licensor Patents or AbbVie Patents, as applicable, or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)10.4.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party, such which consent [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Tear Indemnified Party or PRN Indemnified Party, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i14.3(b)(i), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss Third Party Claim by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed withheld or conditioned.delayed). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will shall deem appropriateappropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and shall transfer to the Indemnified Party all amounts which said Indemnified Party shall be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)6.3, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to shall be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party will that has assumed the defense of the Third Party Claim in accordance with 6.3 shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will Indemnitee shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with 6.3.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, the Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and subject have been filed separately with the Securities and Exchange Commission pursuant to the Litigation Conditions being satisfiedRegistrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, the as amended indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i7.3.2(a), the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim in a manner that has a materially adverse effect on the indemnifying Party without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With Notwithstanding Section 7.4(a), the Filing Party, with respect to Tax Returns that it is responsible for filing under Section 2.1, may resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with any Audit of such Tax Returns, if, with respect to any Third Non-Filing Party Claims Responsible Taxes, the Filing Party has provided the Non-Filing Party with a reasonable opportunity to review a copy of that relate solely portion of the settlement or compromise proposal which relates to the payment claim for which the Filing Party is seeking indemnification hereunder; provided, that if (a) the Filing Party fails to provide the Non-Filing Party such a reasonable opportunity to review such portion of money damages such proposal, or (b) after such reasonable opportunity to review such proposal the Non-Filing Party in connection with a Third writing reasonably withholds its consent to all or part of such settlement or compromise proposal, then, the Non-Filing Party Claim and that will shall not result in be obligated to indemnify the Indemnified Party’s becoming subject Filing Party hereunder to injunctive or other relief or otherwise adversely affecting the business extent of the Indemnified Party in any manner, and amount attributable to the loss to which such settlement or compromise relates as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Non-Filing Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)reasonably withheld its consent, the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to any other loss for which a successful contest is foreclosed because of such settlement or settlecompromise as to which the Non-Filing Party has reasonably withheld its consent. If the Filing Party effects a settlement or compromise of such contest, notwithstanding that the Non-Filing Party has reasonably withheld its consent thereto, the Filing Party shall repay to the Non-Filing Party such amounts that the Non-Filing Party advanced pursuant to Section 7.4(a)(3) hereof as relate to such claim, to the extent that the Non-Filing Party has reasonably withheld its consent to the settlement or compromise or discharge, thereof (together with interest at the prime rate as published in the Wall Street Journal on any Third such amount paid by the Non-Filing Party Claim without from the prior written consent of date paid by Lessee to the indemnifying date repaid by the Filing Party, such consent not to be unreasonably withheld, delayed or conditioned).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result resulting in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.4.1, the CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, that it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned)Party. The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party. The indemnifying Party shall not be liable for any settlement, such compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent not to be unreasonably withheld, delayed or conditionedof the Indemnifying Party.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i9.3(b), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying If the Indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to may defend or prosecute any against such Third Party Claim, no ; provided that the Indemnified Party will admit any liability with respect to or settle, compromise or discharge, shall not settle any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Third-Party Claims that relate solely to the payment of money damages in connection with a Third Third-Party Claim and that will not (A) result in the Indemnified Party’s becoming subject to injunctive or other relief relief, (B) include any admission or concession of liability or wrongdoing on the part of the Indemnified Party, or (C) otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Third-Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Third-Party Claim in accordance with Section 9.6(d)(i), the indemnifying Indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Third-Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Third-Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Indemnified Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Indemnified Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Indemnified Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)13.5.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Indemnified Loss; provided, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed delayed, or conditioned). The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim in a manner that would have a material adverse effect on the Indemnified Party or admit wrongdoing on behalf of the Indemnified Party, without the prior written consent of the indemnifying Party. The indemnifying Party shall not be liable for any settlement, such compromise or other disposition of an Indemnified Loss by an Indemnified Party that is reached without the written consent not to be unreasonably withheld, delayed or conditionedof the indemnifying Party.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i15.4.2(a), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.5.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, dispose of any Third Party Claim without the prior written consent of the indemnifying Party, such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s any Sanofi Indemnitee or Licensee Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in any manner, manner and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party such Sanofi Indemnitee or Licensee Indemnitee, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.4.1, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Third Party Claim, provided that it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss Third Party Claim by an Indemnified Party a Sanofi Indemnitee or a Licensee Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each Sanofi Indemnitee or Licensee Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Settlement. With respect to any Third The Indemnifying Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation be required to indemnify the Indemnified Party hereunderwith respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is a Parent Indemnified Party, such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on 10 days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of the Company and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives 10 days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("Settlement Notice") and the Indemnified Party fails or refuses to consent to such settlement within 10 days after delivery of the Settlement Notice to the Indemnified Party, and subject to such settlement otherwise complies with the Litigation Conditions being satisfiedprovisions of this Section 8.4, the indemnifying Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will have the sole right to agree consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose of such Loss, on such terms as without the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (Party, if such consent not to be unreasonably withheld, delayed judgment or conditioned). The indemnifying Party will not be liable for settlement imposes any settlement obligation or other disposition of a Loss by an liability upon the Indemnified Party that is reached without other than the prior written consent execution, delivery or approval thereof and customary releases of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability claims with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedsubject matter thereof.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will not admit liability or violation of Law on the part of the Indemnified Party or result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannermanner (such as granting a license or admitting the invalidity of a Patent Right Controlled by an Indemnified Party), and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)9.4.1, the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement settlement, consent to entry of judgment, or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will shall deem appropriateappropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and shall transfer to the Indemnified Party all amounts which said Indemnified Party shall be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)15.3, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to shall be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party will that has assumed the defense of the Third Party Claim in accordance with Section 15.3 shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will Indemnitee shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 15.3.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not (A) result in the Indemnified Party’s becoming subject to injunctive or other relief relief, (B) include any admission or concession of liability or wrongdoing on the part of the Indemnified Party, or (C) otherwise adversely affecting affect the business or Patents of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)subsection (i) above, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with subsection (i) above, the Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or other disposition if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of a Loss such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by an Indemnified Party this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is reached entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute indemnified party, effect any Third Party Claim, no Indemnified Party will admit any liability with respect to or settlesettlement, compromise or dischargeconsent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Third Party Claim without indemnified party is or could reasonably be expected to have been a party and indemnity was or could reasonably be expected to have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of such indemnified party from all liability on claims that are the prior written consent subject matter of the indemnifying Partysuch action, such consent suit or proceeding and (b) does not include a statement as to be unreasonably withheldor an admission of fault, delayed culpability or conditioneda failure to act by or on behalf of any indemnified party.

Settlement. With respect The Indemnifying Party shall not be required to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to ---------- indemnify the Indemnified Party hereunderwith respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is a Parent Indemnified Party, such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on 10 days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of the Company or the Surviving Corporation and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives 10 days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("Settlement Notice") and the Indemnified Party fails or refuses to ----------------- consent to such settlement within 10 days after delivery of the Settlement Notice to the Indemnified Party, and subject to such settlement otherwise complies with the Litigation Conditions being satisfiedprovisions of this Section 6.4, the indemnifying -19- Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will have the sole right to agree consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose of such Loss, on such terms as without the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (Party, if such consent not to be unreasonably withheld, delayed judgment or conditioned). The indemnifying Party will not be liable for settlement imposes any settlement obligation or other disposition of a Loss by an liability upon the Indemnified Party that is reached without other than the prior written consent execution, delivery or approval thereof and customary releases of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability claims with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedsubject matter thereof.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will do not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)9.4.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, make any admissions that would adversely affect the Indemnified Party, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Party will not be liable for , unless such compromise or settlement involves (a) any settlement or other disposition admission of a Loss legal wrongdoing by an the Indemnified Party, (b) any payment by the indemnified Party that is reached without not indemnified under this Agreement, or (c) the prior written imposition of any equitable relief against the Indemnified Party (in which case, (a) through (c), the Indemnified Party may withhold its consent of the indemnifying Partyto such settlement in its sole discretion). Regardless of whether If the indemnifying Party chooses to defend or prosecute any does not assume and conduct the defense of a Third Party ClaimClaim as provided in Section 9.4.1, no the Indemnified Party will admit any liability may defend against such Third Party Claim in accordance with respect to or settle, compromise or discharge, Section 9.4.2; provided that the Indemnified Party shall not settle any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate Losses related solely to the payment of money damages in connection with a Third Party Claim that (a) includes a complete and that unconditional release of the Indemnified Party, (b) will not result in the Indemnified Party’s Party admitting liability, becoming subject to injunctive or other equitable relief or that will otherwise adversely affecting affect the business of the Indemnified Party in any manner, and (c) as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.2.2, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss, only if it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an the Indemnified Party that is reached without the prior written consent of the indemnifying PartyIndemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed). Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will not admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriateappropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)8.3, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 8.3 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 8.3.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will do not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if (i) the Third Party Claim seeks an injunction or other equitable relief or relief other than monetary damages for which the Indemnified Party would be entitled to indemnification under this Agreement or may otherwise adversely affect the Indemnified Party or (ii) the Third Party Claim is a criminal, civil or administrative proceeding, or relates to such a proceeding, or the underlying facts or circumstances of which could reasonably be expected to give rise to such a proceeding. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)9.4.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether If the indemnifying Party chooses to does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend or prosecute any against such Third Party Claim, no ; provided that the Indemnified Party will admit any liability with respect to or settle, compromise or discharge, shall not settle any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed conditioned or conditioned.delayed. ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. The Indemnifying Party will pay all amounts on behalf of the Indemnified Party at or prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)18.5, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 18.5 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 18.5.

Settlement. With respect to any Third Party Claims where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 10.2.2 that relate solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s any Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party all Forest Indemnitees or Xxxxxxx Indemnitees, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless such compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party and all Forest Indemnitees or Xxxxxxx Indemnitees, as applicable, of a release from all liability in respect of such claim. With respect to all other Losses in connection with Third Party Claims, Claims where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)10.2.2, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Third Party Claim; provided, however, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying Where the Indemnifying Party will has assumed the defense of a Third Party Claim in accordance with Section 10.2.2, the Indemnifying Party shall not be liable for any settlement or other disposition of such Third Party Claim by a Loss by an Indemnified Party Forest Indemnitee or a Xxxxxxx Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim for which it has or intends to seek indemnification under Section 10.1 without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time prior to the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)14.3.2, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, the AS AMENDED A&R OPTION AGREEMENT indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i12.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s any Sanofi Indemnitee or Licensee Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in any manner, manner and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party such Sanofi Indemnitee or Licensee Indemnitee, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party ClaimsClaims not described in the preceding sentence, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i11.4.1 (Control of Defense), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Third Party Claim, provided that it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss Third Party Claim by an Indemnified Party a Sanofi Indemnitee or a Licensee Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each Sanofi Indemnitee or Licensee Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole reasonable discretion, will deem appropriateappropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)14.3, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s reasonable discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 14.3 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 14.3.

Settlement. With Subject to the provisions of Section 10.4, with respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)10.5.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, dispose of any Third Party Claim without the prior written consent of the indemnifying Party, such which consent shall not to be unreasonably withheld, delayed conditioned or delayed. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not (A) result in the Indemnified Party’s becoming subject to injunctive or other relief relief, (B) include any admission or concession of liability or wrongdoing on the part of the Indemnified Party, or (C) otherwise adversely affecting affect the business or Patents of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)subsection (i) above, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Where the Indemnifying Party has assumed the defense of the Third-Party Claim in accordance with subsection (i) above, the Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Third-Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Third-Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate; provided that the judgment, settlement or other disposition does not and will not (a) result in a finding or admission of any violation of any Applicable Law or any violation of the rights of any person, or (b) result in the Indemnified Party’s rights under this Agreement being adversely affected. With respect to In all other Losses in connection with Third Party Claimscases, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)13.5.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Third Party Claim; provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether If the indemnifying Party chooses to does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend or prosecute any against such Third Party Claim, no ; provided that the Indemnified Party will admit any liability with respect to or settle, compromise or discharge, shall not settle any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)13.5.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s Party or its Indemnitee becoming subject to injunctive or other relief or would not otherwise reasonably be expected to adversely affecting affect the business of the Indemnified Party or its Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance 254 with Section 9.6(d)(i13.3.2(a), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an the Indemnified Party or any of its Indemnitees that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no neither the Indemnified Party will or its Indemnitees shall admit any liability with respect to to, or settle, compromise or dischargedischarge (other than as a result of a court-imposed judgment), any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a No Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive may be settled or other relief or otherwise adversely affecting the business of compromised (i) by the Indemnified Party in any manner, and as to which without the indemnifying Party will have acknowledged in writing prior written consent of the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretionwhich consent shall not be unreasonably conditioned, will deem appropriate. With respect to all other Losses in connection with Third withheld or delayed, or (ii) by the Indemnifying Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains without the prior written consent of the Indemnified Party (such Party, which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioned). The indemnifying delayed; provided that if the Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an submits to the Indemnified Party that is reached without the prior written consent a bona fide settlement offer from a third party claimant of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party ClaimClaim (which settlement offer will include as an unconditional term of it the full and unconditional release by the claimant or the plaintiff to the Indemnified Party from all liability in respect of such claim) and the Indemnified Party refuses to consent to such settlement, no then thereafter the Indemnifying Party’s liability to the Indemnified Party with respect to such Third Party Claim will not exceed the settlement amount included in such bona fide settlement offer, and the Indemnified Party will admit either assume control and responsibility for the payment of the defense of such Third Party Claim or pay the attorneys’ fees and other out-of-pocket costs and expenses incurred by the Indemnifying Party thereafter in continuing the defense of such Third Party Claim. In the event any liability Indemnified Party settles or compromises or consents to the entry of any judgment with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not Indemnified Party shall be deemed to be unreasonably withheld, delayed or conditionedhave waived all rights against the Indemnifying Party for indemnification under this Article X with respect to such Third Party Claim.

Settlement. With respect to For any Third Party Claims that relate Losses (i) relating solely to the payment of money damages in connection with a Third Party Claim and Claim, (ii) that will not result in the Indemnified Party’s Party becoming subject to injunctive or other relief or otherwise adversely affecting affect the business or reputation of the Indemnified Party in any manner, and (iii) as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement settlement, or otherwise dispose of such the Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem considers appropriate. With respect to For all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i9.3(a), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement settlement, or otherwise dispose of such the Loss provided but it obtains must obtain the prior written consent of the Indemnified Party (such Party, which consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement unreasonably withheld or other disposition of a Loss by an Indemnified delayed. The Indemnifying Party that is reached will not, without the prior written consent of the indemnifying Indemnified Party. Regardless of whether , agree to any settlement or acquiesce to any judgment for a Claim that obligates the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will to pay any amount subject to indemnification by the Indemnifying Party or causes the Indemnified Party to admit to any liability civil or criminal liability. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedomitted portions.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the applicable Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the applicable Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the applicable Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i7.3(b)(i), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise othe1wise dispose of such Loss provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying PartyIndemnifying Party (which consent shall not be unreasonably withheld or delayed). Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affecting affect the business or interests of the Indemnified Party in any manner, manner and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party applicable indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossClaim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses Claims in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i13.3(b) (Control of Defense), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Claim; provided, it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying If the Indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Claim as provided above, the Indemnified Party may defend against such Claim; provided, that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit shall not settle any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO VISTAGEN THERAPEUTICS, INC. IF PUBLICLY DISCLOSED.

Settlement. With respect to any Third Party Claims where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 8.2.2 that relate solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s any Medivation Indemnitee or CureTech Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party all Medivation Indemnitees or CureTech Indemnitees, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless such compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party and all Medivation Indemnitees or CureTech Indemnitees, as applicable, of a release from all liability in respect of such claim. With respect to all other Losses in connection with Third Party Claims, Claims where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)8.2.2, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Third Party Claim; provided, however, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying Where the Indemnifying Party will has assumed the defense of a Third Party Claim in accordance with Section 8.2.2, the Indemnifying Party shall not be liable for any settlement or other disposition of such Third Party Claim by a Loss by an Indemnified Party Medivation Indemnitee or a CureTech Indemnitee that is reached without [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each Medivation Indemnitee or CureTech Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim for which it has or intends to seek indemnification under Section 8.1 without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will not admit liability or violation of Applicable Law on the part of the Indemnified Party or result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise materially, adversely affecting the business of the Indemnified Party in any mannermanner (such as granting a license or admitting the invalidity of a Patent Controlled by an Indemnified Party), and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)12.4.1, the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement settlement, consent to entry of judgment, or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld. Cooperation. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, delayed the Indemnified Party will, and will cause each other Indemnified Party to, cooperate in the defense or conditioned.prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours afforded to indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying Party will reimburse the Indemnified Party for all its reasonable Out-of-Pocket Costs and expenses in connection therewith. Costs and Expenses. Except as provided above in this Section 12.4, the costs and expenses, including attorneys’ fees and expenses, incurred by the Indemnified

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim claim and that will shall not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate, and shall transfer to the Indemnified Party all amounts which said Indemnified Party shall be liable to pay prior to the entry of judgment. With respect to all other Losses in connection with a Third Party Claimsclaim, where the indemnifying Indemnifying Party has assumed the defense defence of the Third Party Claim claim in accordance with Section 9.6(d)(i10.3(b), the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed or conditionedwithheld unreasonably). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claimclaim, no Indemnified Party will Indemnitee shall admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or other disposition of if there is a final judgment for the plaintiff, the indemnifying Party agrees to indemnify the indemnified Party from and against any Loss by an Indemnified reason of such settlement or judgment. No indemnifying Party that is reached shall, without the prior written consent of the indemnifying indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified Party is a party (i) if such settlement involves any form of relief other than the payment of money or admission of any violation of any law, regulation or order or any of the rights of any person or has any adverse effect on any other material Claims that have been or may be made against the indemnified Party, or (ii) if such settlement involves only the payment of money, unless it includes an unconditional release of such indemnified Party of all liability on claims that are the subject of such proceeding. Regardless An indemnified Party may assume control of whether the defense of any Claim if (1) it irrevocably waives its right to indemnity under this Article 14 and releases the indemnifying Party chooses from all Losses related to the underlying Claim, or (2) without prejudice to its full right to indemnity under this Article 14 (A) the indemnifying Party fails to provide reasonable assurance to the indemnified Party of its financial capacity to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability provide indemnification with respect to such Claim, (B) the indemnified Party determines in good faith that there is a reasonable likelihood that a Claim would materially and adversely affect it or settleany other indemnitees other than as a result of monetary damages that would be fully reimbursed by an indemnifying Party under the Agreement, compromise or discharge, any Third Party Claim without the prior written consent of (C) the indemnifying Party, Party refuses or fails to timely assume the defense of such consent not to be unreasonably withheld, delayed or conditionedClaim.

Settlement. With respect In the event the Indemnifying Party has elected to any assume defense of a Third Party Claims Claim pursuant to paragraph (A) above, the Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of a Third Party Claim, on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate; provided, however, that relate such Third Party Claim involves solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s Party or any Purchaser Indemnitee or Seller Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party or any Purchaser Indemnitee or Seller Indemnitee, as applicable, in any manner, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Purchaser Indemnitee or Seller Indemnitee, as applicable, hereunder. With respect to all other Third Party hereunderClaims, and subject to where the Litigation Conditions being satisfiedIndemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 8.4(b)(i), the indemnifying Indemnifying Party will shall have the sole right authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Claim; provided that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss Third Party Claim by an Indemnified Party or any Purchaser Indemnitee or Seller Indemnitee, as applicable, that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses or is entitled to defend or prosecute any Third Party Claim, no Indemnified Party will nor any Purchaser Indemnitee or Seller Indemnitee, as applicable, shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in any Portions of this Exhibit, indicated by the Indemnified Partyxxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Genzyme Indemnitee or X4 Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business business, rights, or interests of the Indemnified Party any Genzyme Indemnitee or X4 Indemnitee, as applicable, in any manner, manner and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party such Genzyme Indemnitee or X4 Indemnitee, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)11.4.1, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Third Party Claim, provided that it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party will shall not be liable for any settlement or other disposition of a Loss Third Party Claim by an Indemnified Party a Genzyme Indemnitee or a X4 Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether So long as the indemnifying Indemnifying Party chooses to defend is actively defending or prosecute prosecuting any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure that each Genzyme Indemnitee or X4 Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed. If the Indemnifying Party does not assume and conduct the defense of a Third Party Claim [***], the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim in any manner the Indemnified Party may deem reasonably appropriate. For clarity, the assumption of the defense of any Third Party Claim by the Indemnified Party in accordance with the preceding sentence shall in no event relieve the Indemnifying Party from its obligations to indemnify and hold harmless the Indemnified Party from all Losses arising from such Third Party Claim.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any mannermanner other than by the payment of money damages, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)19.4, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time prior to the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i11.2.2(a), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate relating solely to the payment of money damages in connection with a Third Party Claim and that will not admit liability or violation of Law on the part of the Indemnified Party or result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannermanner (such as granting a license or admitting the invalidity of a Patent Controlled by an Indemnified Party), and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)9.4.1, the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.any

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not (A) result in the Indemnified Party’s becoming subject to injunctive or other relief relief, (B) include any admission or concession of liability or wrongdoing on the part of the Indemnified Party, or (C) otherwise adversely affecting affect the business or Patents of the Indemnified Party in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, provided that such settlement or other disposition results in a complete release of all such Third Party Claims. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)subsection (i) above, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided only if it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Where the Indemnifying Party has assumed the defense of the Third-Party Claim in accordance with subsection (i) above, the Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Third-Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Third-Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s applicable indemnitee(s) becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, manner and as to which the indemnifying [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party applicable indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i8.3.2 (Indemnification Procedures; Control of Defense), the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss Loss; provided it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether If the indemnifying Party chooses to does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend or prosecute any against such Third Party Claim, no ; provided that the Indemnified Party will admit any liability with respect to or settle, compromise or discharge, shall not settle any Third Party Claim without the prior written consent of the indemnifying Party, such Party (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject ***Confidential Treatment Requested 37 Development and Option Agreement between CureVac AG and Arcturus Therapeutics Inc to injunctive or other relief or otherwise adversely affecting the business business, Patents or Technology of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)subsection (i) above, the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 10.2.2 that relate solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s any Allergan Indemnitee or UroGen Indemnitee, as applicable, becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party all Allergan Indemnitees or UroGen Indemnitees, as applicable, hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such LossThird Party Claim, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will shall deem appropriate; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless such compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party and all Allergan Indemnitees or UroGen Indemnitees, as applicable, of a release from all liability in respect of such Third Party Claim. With respect to all other Losses in connection with Third Party Claims, Claims where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)10.2.2, the indemnifying Indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Third Party Claim; provided, however, that it obtains the prior written consent of the Indemnified Party (such which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). The indemnifying Where the Indemnifying Party will has assumed the defense of a Third Party Claim in accordance with Section 10.2.2, the Indemnifying Party shall not be liable for any settlement or other disposition of a Loss such Third Party Claim by an Indemnified Party Allergan Indemnitee or a UroGen Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no the Indemnified Party will shall not, and the Indemnified Party shall ensure, that each Allergan Indemnitee or UroGen Indemnitee, as applicable, does not, admit any liability with respect to or settle, compromise or discharge, any Third Party Claim for which it has or intends to seek indemnification under Section 10.1 without the prior written consent of the indemnifying Party, such Indemnifying Party (which consent shall not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed).

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time prior to the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(isection 8.2.2(a), the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will shall not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannerrelief, and as to which the indemnifying Party will shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will shall have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)12.4.1, the indemnifying Party will shall have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided Loss; provided, that it obtains the prior written consent [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. EXECUTION VERSION of the Indemnified Party (such which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The If the indemnifying Party will does not be liable for any settlement or other disposition assume and conduct the defense of a Loss by an Third Party Claim as provided above, the Indemnified Party that is reached without the prior written consent of the indemnifying Partymay defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will shall admit any liability with respect to to, or settle, compromise or dischargedispose of, any Third Party Claim without the prior written consent of the indemnifying Party. The indemnifying Party shall not be liable for any settlement, such compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent not to be unreasonably withheld, delayed or conditionedof the indemnifying Party.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting affect the business of the Indemnified Party Indemnitee in any manner, and as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate, and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such judgment, settlement or other disposition in a manner that will allow the Indemnified Party to timely pay such amounts as requested by the judgment, settlement or other disposition. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)14.4, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent not to will be unreasonably withheld, delayed or conditionedat the Indemnified Party’s sole and absolute discretion). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 14.4 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 14.4.

Settlement. With respect to any Third Party Claims that relate Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified PartyIndemnitee’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any mannercomparable relief, and as to which the indemnifying Indemnifying Party will have has acknowledged in writing the obligation to indemnify the Indemnified Party Indemnitee hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Indemnifying Party, in its sole discretion, will deem appropriate. The Indemnifying Party will pay all Losses on account of Third Party Claims subject to indemnification pursuant to Section 15.1 or 15.2, as the case may be, on behalf of the Indemnified Party at or prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)15.4, the indemnifying Indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed withheld or conditioneddelayed). The indemnifying Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 15.4 will not be liable for any settlement or other disposition of a Loss by an Indemnified Party Indemnitee that is reached without the prior written consent of the indemnifying such Indemnifying Party. Regardless of whether the indemnifying Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party Indemnitee will admit any liability with respect to to, or settle, compromise or discharge, any Third Party Claim without first offering to the prior written consent Indemnifying Party the opportunity to assume the defense of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditionedThird Party Claim in accordance with Section 15.4.

Settlement. With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business business, Patents or Technology of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i)subsection (i) above, the indemnifying Party will have authority to agree consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.