Common use of Third Party Claim Procedure Clause in Contracts

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts a claim against a party to this Agreement and indemnification in respect of such claim is sought under the provisions of this Section 9 by such party against another party to this Agreement, the party seeking indemnification hereunder (the “Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereof.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement and be commenced by any Third Party) that such Indemnified Party in good faith believes may result in an indemnification in respect of claim pursuant to Section 8.3, such claim is sought under the provisions of this Section 9 by such party against another party to this Agreement, the party seeking indemnification hereunder (the “Indemnified Party”) Party shall promptly (but and in no any event later than within ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give after receiving written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The ) notify the Indemnifying Party shall have the right at its election to take over the defense or settlement in writing of such claim (such notice, the “Claim Notice”). The Claim Notice shall be accompanied by giving prompt written notice reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such claim and the amount of the claimed damages; provided, however, that no delay or failure on the part the Indemnified Party at least five (5) Business Days prior in delivering a Claim Notice shall relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the time when an answer or other responsive pleading or notice with respect thereto is required. If extent that the Indemnifying Party makes is materially prejudiced by any delay in receiving such electionnotice. Within thirty (30) days after receipt of any Claim Notice, it may conduct the defense of such claim through counsel or representative of its choosing (subject Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 8.5) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party; provided, such as the posting of a bond or a letter of credithowever, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three that (3A) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall not be bound entitled to assume control of such defense if (i) such claim is subject to the Cap and could, when aggregated with all other potential claims subject to the Cap, reasonably be expected to give rise to Losses which exceed the Cap; (ii) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; exists of a conflict of interest between Seller, on the one hand, and Purchaser, on the other; (iii) the claim seeks an injunction or equitable relief against the Indemnified Party; or (iv) the claim does not seek only monetary damages and the Indemnified Party’s counsel reasonably believes an adverse determination with respect to the Litigation giving rise to such claim for indemnification would be detrimental to or materially injure the reputation or future business prospects of Indemnified Party; and (B) Seller shall not be entitled to assume control of such defense of claims related to a Designated Action. The assumption of the defense of a Third Party claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any defense Indemnified Party in respect of the Third Party claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or settlement that hold harmless an Indemnified Party from and against the Third Party claim, the Indemnified Party may make shall reimburse the Indemnifying Party for any and all Losses incurred by the Indemnifying Party in good faith its defense of the Third Party claim with respect to such claimIndemnified Party. The parties agree to cooperate For the avoidance of doubt, reasonable fees (including costs and expenses in connection with investigations, suits and proceedings, expert fees, accounting fees, advisory fees and legal fees) incurred by an Indemnified Party in defending such third party claims a Third Party claim shall constitute Losses for purposes of this this ARTICLE 8; provided, however, in the event the Indemnifying Party actually assumes the conduct and the defending party shall have access to records, information and personnel in control of such claim, only the other party or parties which are pertinent reasonable fees incurred prior to the Indemnifying Party’s assumption of such defense thereofshall constitute Losses unless otherwise provided for herein.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within three Business Days after becoming aware of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice” and such claim, a “Third Party Claim”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in the facts constituting the basis for such Third Party Claim and the amount of the claimed damages; provided, however, that no event later than ten (10) Business Days prior to delay or failure on the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) part of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes such election, it may conduct from any Liability hereunder except to the defense extent of any damage or Liability caused by or arising out of such claim through counsel delay or representative failure. Within 30 days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the Third Party Claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 7.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party; provided, such as however, that the posting of Indemnifying Party shall not have the right to assume the defense to the extent the Third Party Claim seeks an injunction or equitable relief or involves a bond or a letter of credit, to secure criminal act alleged against the payment of its obligations under this Section 9 in respect of such claimIndemnified Party. If the Indemnifying Party does not make so assume control of the defense of such electionThird Party Claim, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim in claim. The Party not controlling the defense of such Third Party Claim (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such Third Party Claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such Third Party Claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement (to the extent that the claim is subject to indemnification hereunder). The Party controlling the defense of such Third Party Claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and Third Party Claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment (net of the applicable deductible amount specified in Section 7.3.1) and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party and includes a complete release of the Indemnified Party from further Liability.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement and be commenced by any Third Party) (each a “Third Party Claim”) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 5.1, such Indemnified Party shall promptly notify the Indemnifying Party in respect writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by the material documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in the facts constituting the basis for such Third Party Claim and the amount of the claimed damages; provided, however, that no event later than ten (10) Business Days prior to delay or failure on the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) part of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes from any Liability except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such electionnotice. Within 30 days after receipt of any Claim Notice, it may conduct the defense of such claim through counsel or representative of its choosing (subject Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the Third Party Claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 5.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to assume or control the defense of such as Third Party Claim if (i) the posting Indemnifying Party does not deliver to the Indemnified Party within 30 days after receipt of a bond or a letter of credit, to secure the payment applicable Claim Notice an acknowledgment of its indemnification obligations under under, and subject to the terms of, this Section 9 Agreement (including the limitations set forth in this Article 5), with respect to such Third Party Claim, (ii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party or its Affiliates that would materially and adversely impact the Product Business (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), or (iii) such Third Party Claim alleges that the Indemnified Party or any of such claimits Affiliates are engaged in criminal conduct, or the claim is based on alleged criminal conduct and arises as part of any criminal proceeding, action, indictment, allegation or investigation. If the Indemnifying Party does not make so assume control of the defense of such electionThird Party Claim, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of such Third Party Claim and proceed to handle shall employ counsel of its own choice for such purpose. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claimThird Party Claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The parties Party controlling the defense of a Third Party Claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Third Party Claim; provided, that neither the Controlling Party nor the Non-Controlling Party will be required to furnish any such information which would (in the reasonable judgment of such Party upon advice of counsel) be reasonably likely to (a) waive any privileges, including the attorney-client privilege, held by such Party or any of its Affiliates or (b) breach any duty of confidentiality owed to any Person (whether such duty arises contractually, statutorily or otherwise) or any Contract with any other Person or violate any applicable Law (provided, that such Party shall use commercially reasonable efforts to obtain any Required Consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access). Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party such Party, which consent shall not be unreasonably withheld, conditioned or parties which delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if (w) the Indemnifying Party agrees in writing to pay or cause to be paid any and all amounts payable pursuant to such settlement or judgment (net of the applicable deductible amount specified in Section 5.3.1), (x) such settlement or judgment includes no admission of liability or fault by or other obligation on the part of the Indemnified Party, (y) includes a complete and unconditional release of the Indemnified Party from further Liability, and (z) will not impose any material obligations or restrictions on or result in the Indemnified Party becoming subject to any injunctive or other equitable relief. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are pertinent to the defense thereof.marked: [***]

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts a claim against a party to this Agreement and indemnification in respect of such claim is sought under the provisions of this Section 9 7 by such party against another party to this Agreement, the party seeking indemnification hereunder (the “Indemnified Party”) Party shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) Party of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party unless the Indemnifying Party fully settles and pays in full such settlement and obtains a full release of the Indemnified Party; provided however, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its the Indemnified Party’s prior written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereof.

Third Party Claim Procedure. If In the event an Indemnified Party becomes aware of a third party Third Party claim (includingincluding any action or proceeding commenced or threatened to be commenced by any Third Party) that such Indemnified Party reasonably believes may result in an indemnification pursuant to Section 11.1 or Section 11.2, without limitationas applicable, a governmental organizationsuch Indemnified Party shall promptly (and in any event within three business days after becoming aware of such claim) asserts a claim against a party to this Agreement and indemnification notify the Indemnifying Party in respect writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided that no delay or failure on the part of the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim from any liability hereunder except to the extent it produces of any damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any liability caused by or arising out of such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief delay or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expensefailure. Within twenty (20) Business Days days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any timeClaim Notice, the Indemnifying Party shall make financial arrangements may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s sole cost and expense with counsel reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The Party not controlling the defense of such claim in (the “Non-controlling Party”) may participate therein at its exclusive discretion own expense; provided that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such suit proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The Party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-controlling Party advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party and includes a complete release of the Indemnified Party from further liability.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) (each a “Third Party Claim”) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 5.1, such Indemnified Party shall promptly (and indemnification in respect any event within five Business Days after becoming aware of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in the facts constituting the basis for such Third Party Claim and the amount of the claimed damages; provided, however, that no event later than ten (10) Business Days prior to delay or failure on the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) part of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes such election, it may conduct from any Liability hereunder except to the defense extent of any damage or Liability caused by or arising out of such claim through counsel delay or representative failure. Within 30 days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the Third Party Claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 5.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party; provided that notwithstanding anything to the contrary set forth herein, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree any Third Party Claim relating to cooperate in defending such third party claims and the defending party an Excluded Liability, Seller shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereofand have the right to select counsel in its sole discretion.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. threatened to this Agreement be commenced by any Third Party) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within three Business Days after becoming aware of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes such election, it may conduct from any Liability hereunder except to the defense extent of any damage or Liability caused by or arising out of such claim through counsel delay or representative failure or to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. Within 30 days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 7.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party, so long as (a) such as Third Party claim does not seek an injunction or other equitable relief against the posting Indemnified Party, (b) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (c) the Indemnifying Party conducts the defense of a bond such Third Party claim diligently and (d) the Indemnifying Party acknowledges in writing that the claim, in whole or a letter in part, is within the scope of credit, to secure the payment of its such Party’s indemnification obligations under this Section 9 in respect of such claimArticle 7. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The Party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment (net of the applicable deductible amount specified in Section 7.3.1) and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party, such settlement or judgment does not materially and adversely impair the ability of the Indemnified Party to conduct its business and includes a complete release of the Indemnified Party from further Liability.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) (each a “Third Party Claim”) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within 10 days after becoming aware of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) the facts constituting the basis for such Third Party Claim and the amount (or estimate) of the claimed damages (if known); provided, however, that no delay or failure on the part of the Indemnified Party in delivering a Claim [***] 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 THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. Notice shall promptly (but in no event later than ten (10) Business Days prior relieve the Indemnifying Party from any Liability hereunder except to the time in which an answer extent (if at all) of any damage or other responsive pleading Liability caused by or notice with respect to arising out of such delay or failure. Within 30 days after receipt of any Claim Notice, the claim is required) give Indemnifying Party may, upon written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice thereof to the Indemnified Party at least five (5) Business Days prior and subject to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such electionterms of this ARTICLE 7, it may conduct assume control of the defense of such claim through counsel or representative of its choosing the Third Party Claim referred to therein at the Indemnifying Party’s sole cost and expense (which shall be subject to the Indemnified Party’s approval of such Section 7.3) with counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party shall not be entitled to assume control of the defense of the Third Party Claim if (A) the Third Party Claim seeks the Indemnified Party becoming subject to injunctive or other equitable relief that would materially and adversely impact the Product Business, (B) such as Third Party Claim has been brought by or on behalf of any Governmental Authority or in connection with in connection with Taxes or any criminal or regulatory enforcement action, (C) [***] or (D) such Third Party Claim is reasonably likely to result in a regulatory enforcement action by a Governmental Authority against the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claimIndemnified Party. If the Indemnifying Party does not make so assume control of the defense of such electionThird Party Claim, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such Third Party Claim. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claimThird Party Claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The parties Party controlling the defense of a Third Party Claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Claim; provided, that neither the Controlling Party nor the Non-Controlling Party will be required to furnish any such information which would (in the reasonable judgment of such Party upon advice of counsel) be reasonably likely to (a) waive any privileges, including the attorney-client privilege, held by such Party or any of its Affiliates or (b) breach any duty of confidentiality owed to any Person (whether such duty arises contractually, statutorily or otherwise) or any Contract with any other Person or violate any applicable Law (provided, that such Party shall use reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access). Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party such Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if (A) the defense thereofIndemnifying Party pays or causes to be paid any amounts payable pursuant to such settlement or judgment, (B) such settlement or judgment includes no admission of liability or fault by or other obligation on the part of the Indemnified Party and [***] 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 THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. includes a complete and unconditional release of the Indemnified Party and all Affiliates thereof from further Liability and (C) will not result in the Indemnified Party becoming subject to any injunctive or other equitable relief or otherwise have a material adverse impact on the business or operations of the Indemnified Party or its Affiliates.

Third Party Claim Procedure. If a third party A Person entitled to indemnification under this Article 10 (including, without limitation, a governmental organization) asserts a claim against a party to this Agreement and indemnification in respect of such claim is sought under the provisions of this Section 9 by such party against another party to this Agreement, the party seeking indemnification hereunder (the an “Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior give prompt written notification to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against Person from whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying the commencement of any action, suit or proceeding relating to a Third Party shall have claim for which indemnification may be sought or, if earlier, upon the right at its election to take over the defense or settlement assertion of any such claim by giving prompt a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [*] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such electionParty, it may conduct assume control of the defense of such Third Party claim through with counsel or representative of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make assume control of such electiondefense, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party mayshall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, upon three (3) Business Days’ suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense consent of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall be bound by not agree to any defense settlement of such action, suit, proceeding or settlement claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified * Portions omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and without the defending party shall have access to records, information and personnel in control prior written consent of the other party or parties which are pertinent to the defense thereofIndemnified Party.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement and be commenced by any Third Party) that such Indemnified Party in good faith believes may result in an indemnification in respect of claim pursuant to Section 8.3, such claim is sought under the provisions of this Section 9 by such party against another party to this Agreement, the party seeking indemnification hereunder (the “Indemnified Party”) Party shall promptly (but and in no any event later than within ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give after receiving written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The ) notify the Indemnifying Party shall have the right at its election to take over the defense or settlement in writing of such claim (such notice, the “Claim Notice”). The Claim Notice shall be accompanied by giving prompt reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such claim and the amount of the claimed damages; provided, however, that no delay or failure on the part the Indemnified Party in delivering a Claim Notice shall relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. Within thirty (30) days after receipt of any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s sole cost and expense (which shall be subject to Section 8.5) with counsel reasonably satisfactory to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If if, but only if, the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject acknowledges in writing delivered to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), Party that it shall be solely responsible for any and all Losses relating to any such claim; provided, however, that the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any be entitled to assume control of such defense if (i) such claim without prior notice is subject to the Cap and consultation could, when aggregated with all other potential claims subject to the Cap, reasonably be expected to give rise to Losses which exceed the Cap; (ii) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; exists of a conflict of interest between Seller, on the one hand, and Purchaser, on the other; (iii) the claim seeks an injunction or equitable relief against the Indemnified Party, and no such settlement involving any equitable relief ; or which might have (iv) the claim does not seek only monetary damages. The assumption of the defense of a material and adverse effect on Third Party claim by the Indemnified Indemnifying Party may shall be agreed to without its written consent. So long construed as an acknowledgment that the Indemnifying Party is diligently contesting liable to indemnify any such claim in good faith, the Indemnified Party may pay or settle such in respect of the Third Party claim only at its own expense. Within twenty (20) Business Days after the receipt and shall it constitute a waiver by the Indemnifying Party of written request any defenses it may assert against any Indemnified Party’s claim for indemnification. For the avoidance of doubt, reasonable fees (including costs and expenses in connection with investigations, suits and proceedings, expert fees, accounting fees, advisory fees and legal fees) incurred by the an Indemnified Party at any timein defending a Third Party claim shall constitute Losses for purposes of this this ARTICLE 8; provided, however, in the event the Indemnifying Party shall make financial arrangements reasonably satisfactory to actually assumes the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect conduct and control of such claim. If , only the Indemnifying Party does not make such election, or having made such election does not proceed diligently reasonable fees incurred prior to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the ’s assumption of such defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereofconstitute Losses unless otherwise provided for herein.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to be commenced by any Third Party) that such Indemnified Party in good faith believes may result in an indemnification claim pursuant to Section 5.1 and such Indemnified Party intends to seek indemnity pursuant to this Agreement ARTICLE 5, such Indemnified Party shall promptly (and indemnification in respect any event within 10 Business Days after receiving written notice of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided, that no delay or failure on the part of the Indemnified Party at least five (5) Business Days prior in delivering a Claim Notice shall relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the time when an answer or other responsive pleading or notice with respect thereto is required. If extent that the Indemnifying Party makes such election, it may conduct the defense forfeits rights or defenses by reason of such claim through counsel or representative failure. Within 30 days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 5.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party; provided, that if the Indemnifying Party is Seller, such as Indemnifying Party shall not have the posting right to defend or direct the defense of any such claim by a Third Party that (x) is asserted directly by or on behalf of a bond Person that is a customer of Buyer with respect to a Transferred Product or a letter of credit, to secure (y) seeks an injunction or other equitable relief against the payment of its obligations under this Section 9 in respect of such claimIndemnified Party. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have conflicting interests that cannot be waived or different defenses available with respect to such claimclaim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required shall be considered “Losses” for purposes of this Agreement. The parties Party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such claim as may be necessary. Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party and includes a complete release of the Indemnified Party from further Liability.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts a claim against a party to this Agreement and indemnification in respect of such claim is sought under the provisions of this Section 9 6 by such party against another party to this Agreement, the party seeking indemnification hereunder (the “Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days 10 business days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days business days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days 20 business days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 12 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Daysbusiness days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereof.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) (each a “Third Party Claim”) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within 10 days after becoming aware of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) the facts constituting the basis for such Third Party Claim and the amount (or estimate) of the claimed damages (if known); provided, however, that no delay or failure on the part of the Indemnified Party in delivering a Claim Notice shall promptly (but in no event later than ten (10) Business Days prior relieve the Indemnifying Party from any Liability hereunder except to the time in which an answer extent (if at all) of any damage or other responsive pleading Liability caused by or notice with respect to arising out of such delay or failure. Within 30 days after receipt of any Claim Notice, the claim is required) give Indemnifying Party may, upon written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice thereof to the Indemnified Party at least five (5) Business Days prior and subject to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such electionterms of this ARTICLE 7, it may conduct assume control of the defense of such claim through counsel or representative of its choosing the Third Party Claim referred to therein at the Indemnifying Party’s sole cost and expense (which shall be subject to Section 7.3) with counsel reasonably satisfactory to the [***] 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 THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. Indemnified Party’s approval of such counsel or representative; provided, which approval shall not be unreasonably withheld), shall be responsible for that the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle be entitled to assume control of the defense of the Third Party Claim if (A) the Third Party Claim seeks the Indemnified Party becoming subject to injunctive or other equitable relief that would materially and adversely impact the Product Business, (B) such Third Party Claim has been brought by or on behalf of any Governmental Authority or in connection with in connection with Taxes or any criminal or regulatory enforcement action, (C) [***] or (D) such claim without prior notice Third Party Claim is reasonably likely to and consultation with result in a regulatory enforcement action by a Governmental Authority against the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make so assume control of the defense of such electionThird Party Claim, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such Third Party Claim. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claimThird Party Claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The parties Party controlling the defense of a Third Party Claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Claim; provided, that neither the Controlling Party nor the Non-Controlling Party will be required to furnish any such information which would (in the reasonable judgment of such Party upon advice of counsel) be reasonably likely to (a) waive any privileges, including the attorney-client privilege, held by such Party or any of its Affiliates or (b) breach any duty of confidentiality owed to any Person (whether such duty arises contractually, statutorily or otherwise) or any Contract with any other Person or violate any applicable Law (provided, that such Party shall use reasonable best efforts to obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access). Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party such Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if (A) the defense thereofIndemnifying Party pays or causes to be paid any amounts payable pursuant to such settlement or judgment, (B) such settlement or judgment includes no admission of liability or fault by or other obligation on the part of the Indemnified Party and includes a complete and unconditional release of the Indemnified Party and all Affiliates thereof from further Liability and (C) will not result in the Indemnified Party becoming subject to any injunctive or other equitable relief or otherwise have a material adverse impact on the business or operations of the Indemnified Party or its Affiliates. [***] 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 THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within three Business Days after becoming aware of such THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes such election, it may conduct from any Liability hereunder except to the defense extent of any damage or Liability caused by or arising out of such claim through counsel delay or representative failure or to the extent that the Indemnifying Party is materially prejudiced by any delay in receiving such notice. Within 30 days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 7.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party, so long as (a) such as Third Party claim does not seek an injunction or other equitable relief against the posting Indemnified Party, (b) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (c) the Indemnifying Party conducts the defense of a bond such Third Party claim diligently and (d) the Indemnifying Party acknowledges in writing that the claim, in whole or a letter in part, is within the scope of credit, to secure the payment of its such Party’s indemnification obligations under this Section 9 in respect of such claimArticle 7. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The Party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment (net of the applicable deductible amount specified in Section 7.3.1) and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party, such settlement or judgment does not materially and adversely impair the ability of the Indemnified Party to conduct its business and includes a complete release of the Indemnified Party from further Liability. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within three Business Days after becoming aware of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes such election, it may conduct from any Liability hereunder except to the defense extent of any damage or Liability caused by or arising out of such claim through counsel delay or representative failure. Within 30 calendar days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 7.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The Party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the Indemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment (net of the applicable deductible amount specified in Section 7.3.1) and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party and includes a complete release of the Indemnified Party from further Liability. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are pertinent to the defense thereof.marked: [***]

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) that such Indemnified Party in good faith believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within 10 Business Days after receiving written notice of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party at least five (5) Business Days prior in delivering a Claim Notice shall relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the time when an answer or other responsive pleading or notice with respect thereto is required. If extent that the Indemnifying Party makes such election, it may conduct the defense forfeits rights or defenses by reason of such claim through counsel delay or representative failure. Within 30 days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 7.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. Party so long as: [REDACTED] If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party and includes a complete release of the Indemnified Party from further Liability.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organizationentity) asserts a claim against a party to this Agreement an Indemnified Party and indemnification in respect of such claim is sought under the provisions of this Section 9 by such party against another party to this AgreementSection, the party seeking indemnification hereunder (the “Indemnified Party”) Party shall promptly (but in no event later than ten (10) Business Days 15 business days prior to the time in which when an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) Party of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days business days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative representatives of its choosing (subject to the Indemnified Party’s 's approval of such counsel or representativerepresentatives, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss Damages to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, Party and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may shall be agreed to without its the written consentconsent of the Indemnified Party. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not continue diligently to contest such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party maymay (but is not obligated to), upon three (3) Business Days’ 10 business days' written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree to shall cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are necessary and pertinent to the defense thereof.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts a claim against a party to this Agreement the CRA and indemnification in respect of such claim is within the scope of indemnification and indemnification is sought under the provisions of this Section 9 Article 11 by such party the CRA against another party to this Agreementthe Developer, the party seeking indemnification hereunder (the “Indemnified Party”) CRA shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) Developer of such claim. The Indemnifying Party Developer shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party CRA at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party Developer makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s CRA's approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified PartyCRA. The Indemnifying Party Developer shall not settle any such claim without prior notice to and consultation with the Indemnified Party, CRA and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party CRA may be agreed to without its written consent. So long as the Indemnifying Party Developer is diligently contesting any such claim in good faith, the Indemnified Party CRA may pay or settle such claim only at its own expenseexpense without receiving indemnification from Developer. Within twenty (20) Business Days after the receipt by the Indemnifying Party Developer of written request by the Indemnified Party CRA at any time, the Indemnifying Party Developer shall make financial arrangements reasonably satisfactory to the Indemnified PartyCRA, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 11 in respect of such claim. If the Indemnifying Party Developer does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party CRA may, upon three (3) Business Days’ ' written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying PartyDeveloper, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party Developer shall be bound by any defense or settlement that the Indemnified Party CRA may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereof.

Third Party Claim Procedure. If a claim by a third party (includingis made against an indemnified Party, without limitationand if such Party intends to seek indemnification with respect thereto under this Section 9.2, a governmental organization) asserts a claim against a party to this Agreement and indemnification in respect the indemnified Party shall promptly notify the indemnifying Party of such claim is sought under claim. The indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing (subject to the provisions consent of this Section 9 by the indemnified Party, such party against another party consent not to this Agreementbe unreasonably withheld) and at its expense, the party seeking indemnification hereunder settlement or defense of such claim, and the indemnified Party shall cooperate with the indemnifying Party in connection therewith; provided, however, that (i) the “Indemnified indemnifying Party shall permit the indemnified Party to participate in such settlement or defense through counsel chosen by the indemnified Party”, provided that the fees and expenses of such counsel shall be borne by the indemnified Party, and (ii) the indemnifying Party shall promptly reimburse the indemnified Party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified Party (but except as otherwise provided in the preceding clause) in accordance with Section 9.1, and (iii) no event later than settlement, consent judgment or other voluntary final disposition of the suit which (1) materially limits the indemnified Party’s rights with respect to Products, (ii) subjects the indemnified Party to any non-indemnified liability or obligation, or (iii) admits fault or wrongdoing on the part of the indemnified Party may be entered into without the consent of the indemnified Party, which consent shall not unreasonably be withheld. The indemnified Party shall, in such case, provide the indemnifying Party notice of its approval or denial of such approval within ten (10) Business Days prior of any request for such approval by the indemnifying Party, provided that (i) in the event the indemnified Party wishes to deny such approval, such notice shall include a detailed written description of its reasonable objections to the time in which an answer proposed settlement, consent judgment, or other responsive pleading or notice with respect voluntary disposition and (ii) the indemnified Party shall be deemed to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) have approved of such claimproposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide proper, full notice within such ten (10) Business Day period in accordance herewith. The Indemnifying If the indemnifying Party does not notify the indemnified Party within thirty (30) days after receipt of the indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, or so notifies the indemnified Party but fails to undertake such defense promptly and in good faith, the indemnified Party shall have the right at its election to take over contest, settle or compromise the defense or settlement of such claim by giving prompt written notice to in the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative exercise of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and reasonable judgment at the expense of the Indemnifying indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereof.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts a claim against a party to this Agreement Lease and indemnification in respect of such claim is sought under the provisions of this Section 9 Article 8 by such party against another party to this AgreementLease, the party seeking indemnification hereunder (the “Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days 10 business days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days business days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s 's approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over the defense of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. The parties agree to cooperate in defending such third party claims and the defending party shall have access to records, information and personnel in control of the other party or parties which are pertinent to the defense thereof.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement and indemnification in respect of such claim is sought under the provisions of this Section 9 be commenced by such party against another party to this Agreement, the party seeking indemnification hereunder any Third Party) (the a “Indemnified PartyThird-Party Claim”) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 6.1, such Indemnified Party shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written reasonably prompt notice to the party against whom indemnification is sought Indemnifying Party in writing of such Third-Party Claim (such notice, the “Indemnifying PartyClaim Notice”) specifying the nature and grounds of such claim. The Indemnifying Third-Party shall have Claim and the right at its election to take over the defense amount or settlement of such claim by giving prompt written notice to the Indemnified Party at least five estimated amount thereof (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto which estimate is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval for informational purposes only and shall not be unreasonably withheld), shall be responsible for considered a conclusive determination of the expenses final amount of such defenseThird-Party Claim); provided, and however, that the failure to give reasonably prompt notice shall be bound by not relieve the results applicable Indemnifying Party of its defense or settlement of claim indemnification obligations under this Agreement except to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as that the Indemnifying Party is diligently contesting materially prejudiced by any delay in receiving such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expensenotice. Within twenty (20) Business Days days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any timeClaim Notice, the Indemnifying Party shall make financial arrangements reasonably satisfactory may, upon written notice thereof to the Indemnified Party, assume control of the defense of the Third-Party Claim referred to therein at the Indemnifying Party’s sole cost and expense with counsel of its choosing that is reasonably acceptable to the Indemnified Party and shall pay the fees and disbursements of such as counsel; provided, however, that the posting Indemnifying Party shall not have the right to assume such defense if such Third-Party Claim (i) seeks an injunction or other equitable relief or involves a criminal act alleged against the Indemnified Party, (ii) relates to the Purchased Intellectual Property (except for any Third-Party Claim arising under the Mallinckrodt Agreements) or (iii) is brought by or on behalf of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claimGovernmental Authority. If the Indemnifying Party does not make so assume control of the defense of such electionThird-Party Claim, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party shall control the defense of such Third-Party Claim. The Party not controlling the defense of such Third-Party Claim (the “Non-Controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such Third-Party Claim and the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third-Party Claim, the Indemnified Party may hire its own separate counsel with respect to such proceeding and the reasonable fees and expenses of one such counsel to the Indemnified Party shall be paid by the Indemnifying Party. The Party controlling the defense of such Third-Party Claim (the “Controlling Party”) shall cooperate with the Non-Controlling Party in the defense of any Third-Party Claim, with such cooperation to include (A) the retention and the provision to the Controlling Party of records and information that are reasonably relevant to such Third-Party Claim, (B) reasonable access to employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder and (C) good-faith consultation with, and consideration of proposed courses of action from, the Non-Controlling Party (including with respect to any compromise or settlement of, or agreement to the entry of any judgment arising from, any such Third-Party Claim, in each case, except as set forth in the last sentence of this Section 6.2(b)). The Controlling Party shall consult the Non-Controlling Party with respect to making and prosecuting any counterclaim, demand or cross-complaint. Neither the Indemnified Party nor the Indemnifying Party shall agree to any compromise or settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except that the Indemnifying Party may, upon three for any Claim it is entitled to assume the defense of, agree to a compromise or settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the other Indemnified Party if (31) Business Days’ written notice (the sole relief provided by such compromise, settlement or shorter notice if a pleading must judgment is monetary damages, the full amount of which will be filed prior thereto) and at the expense of paid by the Indemnifying Party, take over the defense (2) such compromise, settlement or judgment imposes no cost or liability on, and does not involve a finding or admission of and proceed to handle such claim in its exclusive discretion and the Indemnifying Party shall be bound by wrongdoing of any defense or settlement that nature whatsoever by, the Indemnified Party may make Party, (3) includes a full unconditional release of the Indemnified Party, in good faith form and substance reasonable satisfactory to the Indemnified Party, with respect to the subject matter thereof and (4) such claim. The parties agree compromise, settlement or judgment would not be, and would not reasonably be expected to cooperate in defending such third party claims and the defending party shall have access to recordsbe, information and personnel in control of the other party or parties which are pertinent adverse to the defense thereofProduct Business or Buyer’s reputation.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 5.1, such Indemnified Party shall promptly (and indemnification in respect any event within three Business Days after becoming aware of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If in delivering a Claim Notice shall relieve the Indemnifying Party makes such election, it may conduct from any Liability hereunder except to the defense extent of any damage or Liability caused by or arising out of such claim through counsel delay or representative failure. Within 30 days after receipt of its choosing (subject any Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 5.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The Party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The Party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-Controlling Party reasonably advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment (net of the applicable deductible amount specified in Section 5.3.1) and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party and includes a complete release of the Indemnified Party from further Liability.

Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts In the event an Indemnified Party becomes aware of a claim against made by a party Third Party (including any action or proceeding commenced or threatened to this Agreement be commenced by any Third Party) that such Indemnified Party in good faith believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly (and indemnification in respect any event within [***] Business Days after receiving written notice of such claim) notify the Indemnifying Party in writing of such claim is sought under the provisions of this Section 9 by (such party against another party to this Agreementnotice, the party seeking indemnification hereunder “Claim Notice”). The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the “extent known by the Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to facts constituting the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of basis for such claim by giving prompt written notice to and the amount of the claimed damages; provided, however, that no delay or failure on the part the Indemnified Party at least five (5) Business Days prior in delivering a Claim Notice shall relieve the applicable Indemnifying Party of its indemnification obligations under this Agreement except to the time when an answer or other responsive pleading or notice with respect thereto is required. If extent that the Indemnifying Party makes is materially prejudiced by any delay in receiving such electionnotice. Within [***] days after receipt of any Claim Notice, it may conduct the defense of such claim through counsel or representative of its choosing (subject Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the claim referred to therein at the Indemnifying Party’s approval of such counsel or representative, sole cost and expense (which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim subject to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation Section 7.3) with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements counsel reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend so assume control of the defense of such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Indemnified Party may, upon three (3) Business Days’ written notice (or shorter notice if a pleading must be filed prior thereto) and at the expense of the Indemnifying Party, take over shall control the defense of and proceed to handle such claim. The party not controlling the defense of such claim in (the “Non-Controlling Party”) may participate therein at its exclusive discretion own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party shall be bound by any defense or settlement that and the Indemnified Party may make in good faith have materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. The party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such claim and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such claim. The parties Neither the Indemnified Party nor the Indemnifying Party shall agree to cooperate in defending any settlement of, or the entry of any judgment arising from, any such third party claims and claim without the defending party shall have access to records, information and personnel in control prior written consent of the other party Party, which consent shall not be unreasonably withheld, conditioned or parties which are pertinent delayed; provided, however, that the consent of the Indemnified Party shall not be required with respect to any such settlement or judgment if the defense thereofIndemnifying Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party and includes a complete release of the Indemnified Party from further Liability.