Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. A Party seeking indemnification under this Article 6 (the “Indemnified Party”) shall give prompt notice of the Claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party Person seeking indemnification under this Article 6 Section 10.1 hereof (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of the such Third Party Claim to the other Party from which recovery is sought (the “Indemnifying Party”) andand shall permit the Indemnifying Party to assume direction and control of the defense of the Third Party Claim, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a partya) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the defense or settlement or disposition of any such Third Party Claim as the defense or settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or and (iiib) shall not settle or otherwise resolve any such Third Party Claim without prior notice to the Indemnified Party and the Party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if ); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such settlement involves anything other than the payment of Third Party Claim which requires solely money damages paid by the Indemnifying Party. The , and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party shall cooperate of a release from all liability in respect of such Third Party Claim. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Indemnifying Party in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, Securities and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise Exchange Commission pursuant to the right Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of indemnificationthe Securities Exchange Act of 1934, as amended.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 Section 10 (the “Indemnified Party”) shall give prompt notice of the Claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party Claim, provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6Section 10 and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification10.

Conditions to Indemnification. A Party seeking indemnification CELGENE's obligations under this Article 6 (Section 9 shall apply only if the “Indemnified Party”) Parties promptly notify CELGENE of any loss, claim, damage, liability or action in respect of which the Indemnified Parties intend to claim such indemnification. CELGENE shall give prompt notice of assume the Claim defense thereof with counsel mutually satisfactory to the other Indemnified Parties whether or not such claim is rightfully brought. Each Indemnified Party (shall have the “Indemnifying Party”) andright to retain its own counsel, at its own expense, provided that CELGENE shall reimburse such Indemnified Party for such expense if representation of such Indemnified Party by the Indemnifying counsel retained by CELGENE would be inappropriate due to actual or potential differing interests between such Indemnified Party is not contesting and any other person represented by such counsel in such proceedings. The failure to deliver notice to CELGENE within a reasonable time after the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition commencement of any such Claim unless the Indemnifying Party is also a party (or likely action, only if prejudicial to be named a party) its ability to the proceeding in which defend such Claim is made and the action, shall relieve CELGENE of any liability to any Indemnified Party gives under this Section 9, but the omission so to deliver notice to the Indemnifying Party CELGENE will not relieve it of any liability that it may have defenses to such Claim or proceeding that are any Indemnified Party otherwise than under this Section 9. Each Indemnified Party under this Section 9 shall cooperate fully with CELGENE and its legal representatives in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense investigations of any Claim action, claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under liability covered by this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party Paratek Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification under this Article 6 12 (the “Indemnified Party”) shall give prompt notice of the Claim claim to the other Party WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”) and, provided ). Provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and assume the defense dispose of any litigation such claims, actions, suits or demands relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party claim (except for claims, actions, suits or likely to be named a party) demands subject to the proceeding in which such Claim is made and the Indemnified Party gives notice provisions of Section 9.2.2 to the Indemnifying Party extent that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying PartySection 9.2.2 otherwise provides); provided, in which case that, the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 612 and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying indemnification is sought under this Article 12. The Indemnified Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present participate in person or through counsel at all legal proceedings proceedings, at the Indemnified Party’s sole cost and expense, giving rise to the right of indemnification.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 9 (the “Indemnified Party”) shall give prompt notice of the Claim claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the claim. The Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) 9. The Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 9 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 9 and under Article 11 of the Collaboration Agreement, the Indemnified Party shall be entitled to seek indemnification for such claim under either this Agreement or the Collaboration Agreement, but not both.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 10 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 10, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party Claim, provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any such Claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to the right of indemnificationsuch Claim. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party from which recovery is sought (the “Indemnifying Party”) and, provided that if the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 12, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying PartyClaim; provided that, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition it relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified PartyParty or Person, or (iiib) shall use counsel that does not have any conflict of interest in such representation, and (c) not settle or otherwise resolve any such Claim without the prior notice to the Indemnified Party and the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party or Person shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim. In no event shall the right of indemnificationIndemnifying Party settle any Claim, other than for a monetary settlement, in a manner that would adversely affect the other Party without such other Party’s written consent, not to be unreasonably withheld, conditioned or delayed.

Conditions to Indemnification. A Party party seeking indemnification under this Article 6 11 (the “Indemnified Party”) shall give prompt notice of the Claim claim to the other Party party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party claim, provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties parties being indemnified under this Article 611 and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 11 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A If either a TRACON Indemnified Party seeking indemnification under this Article 6 or a Xxxxxxx Indemnified Party (the each, an “Indemnified Party”) shall intends to seek indemnification under Section 9.1, the Indemnified Party must: (a) give prompt notice of the Claim to the other Party (the “Indemnifying Party”) andreasonably prompt written notice of any Loss with respect to which such Indemnified Party intends to seek indemnification; (b) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s request and expense, in the defense or settlement of the claim; and (c) give the Indemnifying Party the right to control the defense or settlement of the claim, provided that the Indemnifying Party is will not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of enter into any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party settlement that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to adversely affects the Indemnified Party, ’s rights or (iii) shall not settle or otherwise resolve any Claim obligations without prior notice to the Indemnified Party and the consent of the Indemnified Party (Party’s prior express written consent, which consent shall will not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate may participate in the defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, any failure of the Indemnified Party to comply with the provisions of clause (a) of this Section 9.2 will not relieve the Indemnifying Party in its defense of any Claim for which defense or indemnity obligations under this Agreement except to the extent that the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationis prejudiced by such failure.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 10 (the “"Indemnified Party”") shall give prompt notice of the Claim claim to the other Party (the “"Indemnifying Party”") and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party claim, provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 610 and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 12 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party seeking As used herein, “Indemnitee” means a party entitled to indemnification under this Article 6 the terms of Section 12.1, 12.2 or 12.3(b). It shall be a [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. condition precedent to an Indemnitee’s right to seek indemnification under such Section 12.1, 12.2 or 12.3(b) that the Indemnitee: (a) informs the “Indemnified Party”) shall give prompt indemnifying Party of a Claim as soon as reasonably practicable after it receives notice of the Claim; (b) if the indemnifying Party acknowledges that such Claim falls within the scope of its indemnification obligations hereunder, permits the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other Party disposition of the Claim (including the “Indemnifying Party”) andright to settle the Claim solely for monetary consideration); provided, provided however, that the Indemnifying indemnifying Party is shall seek the prior written consent (not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition be unreasonably withheld or delayed) of any such Claim unless Indemnitee as to any settlement which would require any payment by such Indemnitee, would require an admission of legal wrongdoing in any way on the Indemnifying part of an Indemnitee, or would effect an amendment of this Agreement; and (c) fully cooperates (including providing access to and copies of pertinent records and making available for testimony relevant individuals subject to its control) as reasonably requested by, and at the expense of, the indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the caseClaim. If Provided that an Indemnitee has complied with the Indemnifying foregoing, the indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel provide attorneys reasonably acceptable to the Indemnified PartyIndemnitee to defend against any such Claim. Subject to the foregoing, or (iii) shall not an Indemnitee may participate in any proceedings involving such Claim using attorneys of its/his/her choice and at its/his/her expense. In no event may an Indemnitee settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of compromise any Claim for which it/he/she intends to seek indemnification from the Indemnifying indemnifying Party has assumed hereunder without the defense in accordance with this prior written consent of the indemnifying Party, or the indemnification provided under such Section 6.312.1, 12.2 or 12.3(b) as to such Claim shall be null and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationvoid.

Conditions to Indemnification. A If either a Xxxxxxx Indemnified Party seeking indemnification under this Article 6 or a Licensee Indemnified Party (the each, an “Indemnified Party”) shall intends to seek indemnification under Section 10.1, the Indemnified Party must: (a) give prompt notice of the Claim to the other Party (the “Indemnifying Party”) andreasonably prompt written notice of any Loss with respect to which such Indemnified Party intends to seek indemnification; (b) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s request and expense, in the defense or settlement of the claim; and (c) give the Indemnifying Party the right to control the defense or settlement of the claim, provided that the Indemnifying Party is will not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of enter into any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party settlement that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to adversely affects the Indemnified Party, ’s rights or (iii) shall not settle or otherwise resolve any Claim obligations without prior notice to the Indemnified Party and the consent of the Indemnified Party (Party’s prior express written consent, which consent shall will not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate may participate in the defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, any failure of the Indemnified Party to comply with the provisions of clause (a) of this Section 10.2 will not relieve the Indemnifying Party in its defense of any Claim for which defense or indemnity obligations under this Agreement except to the extent that the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationis prejudiced by such failure.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 14 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party from whom indemnification is sought (the “Indemnifying Party”) and); provided, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 14, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made Claim; and the Indemnified Party gives notice to the Indemnifying Party further provided, that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if unless such settlement involves anything other than fully releases the payment of money Indemnified Party without any liability, loss, cost or obligation incurred by the Indemnifying PartyIndemnified Party (in which case prior consent shall not be required). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim (with any such counsel being at its own sole cost and expense). If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (i) the Indemnified Party may defend against, consent to the right entry of indemnificationany judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 14.

Conditions to Indemnification. A For purposes of this Section 8, the Party seeking obligated to provide the indemnity will be referred to as the "Indemnitor" and the Party receiving the benefit of such indemnity will be referred to as the "Indemnitee." The Indemnitor's obligations of indemnification under this Article 6 are conditioned on (i) the “Indemnified Party”) shall give Indemnitee's reasonably prompt notice of the Claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense Indemnitor of any litigation relating to such Claim and disposition of any such Claim unless claim, (ii) the Indemnifying Party is also a party (or likely to be named a party) to Indemnitee permitting the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled Indemnitor to assume and control the defense of the case. If action, with counsel chosen by the Indemnifying Party does assume the defense of any Claim or proceeding, it Indemnitor (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to who must be conducted by counsel reasonably acceptable to the Indemnified PartyIndemnitee), or (iii) shall not settle or otherwise resolve any Claim without prior notice the Indemnitee providing all reasonably requested information, assistance and authority to Indemnitor in the Indemnified Party and the consent defense of the Indemnified claim, at Indemnitor's expense; and (iv) Indemnitor not entering into any settlement or compromise of any claim without the Indemnitee's prior written approval, not to be unreasonably withheld, conditioned or delayed. The Indemnitor will pay any and all costs, damages and attorneys' fees awarded against the Indemnitee, and all reasonable expenses incurred by the Indemnitee, in connection with or arising from any such claim, suit or proceeding. If the Parties agree to settle a third party claim, neither Party (will publicize the settlement without first obtaining the other Party's written permission, which consent shall permission will not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party An X4 Indemnitee or Company Indemnitee seeking indemnification recovery under this Article 6 Sections 5.4 or 5.5 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party Company or X4, as the case may be (the “Indemnifying Party”) and, ); provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under Sections 5.4 or 5.5, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless (including without limitation any settlement thereof); provided further that the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any such Claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) if , unless such settlement involves anything other than includes a full release of the payment of money by Indemnified Party, in which case the Indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to the right of indemnificationsuch Claim.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 10 (the “Indemnified Party”) in respect of an Ocugen Indemnity Claim or a XxxXxxx Indemnity Claim, as applicable (each, an “Indemnity Claim”) shall give prompt written notice of the such Indemnity Claim to the other Party from whom indemnification is sought (the “Indemnifying Party”) and); provided, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 10, and shall permit the Indemnifying Party to control the investigation, defense and assume the defense settlement of any litigation relating to such Claim Indemnity Claim; and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party further provided, that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Indemnity Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any such Indemnity Claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party shall cooperate with the Indemnifying Party in its investigation, defense and settlement of any such Indemnity Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Indemnity Claim. If the Indemnifying Party does not assume and conduct the defense of the Indemnity Claim as provided above, (i) the Indemnified Party may defend against, consent to the right entry of indemnificationany judgment, or enter into any settlement with respect to such Indemnity Claim in any manner the Indemnified Party may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 10. The Indemnifying Party shall have no liability for any settlement of Indemnity Claims entered into by the Indemnified Party without the prior written consent of the Indemnifying Party.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 10 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party from which-recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 1.0, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party claim; provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under under, this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not 10. The Indemnifying Party may settle or otherwise resolve any Claim such claim without the prior notice to the Indemnified Party and the written consent of the Indemnified Party if and only if the resolution of such claim (which consent shall i) does not be unreasonably withheld, conditioned subject the Indemnified Party to any obligation or delayedduty whatsoever and (ii) if such settlement involves anything other than does not require or imply any acknowledgement of fault on the payment part of money by the Indemnifying Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim. Any other disposition of such suit shall require ROSETTA’S prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the right Company’s application requesting confidential treatment under Rule 406 of indemnificationthe Securities Act.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 13 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party from whom indemnification is sought (the “Indemnifying Party”) and); provided, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 13, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made Claim; and the Indemnified Party gives notice to the Indemnifying Party further provided, that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the right entry of indemnificationany judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 13.

Conditions to Indemnification. A Party person seeking indemnification recovery under this Article 6 Section 5 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Section 5, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless Claim; provided that the Indemnifying Party is also a party (or likely to be named a partya) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently acts reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall does not settle or otherwise resolve any Claim such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim. Indemnified Party's failure to provide a notice to Indemnifying Party under this Section 5.4 does not relieve Indemnifying Party of any liability that Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result directly from a delay in providing notice, which delay materially prejudices the right defense of indemnificationthe related third-party claim.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 Section 13 (the “Indemnified Party”) shall give prompt notice of the Claim claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the claim. The Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) Section 13. The Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, 13 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 9 (the “"Indemnified Party”") shall give prompt notice of the Claim claim to the other Party (the “"Indemnifying Party”") and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the claim. The Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) 9. The Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 9 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 9 and under Article 11 of the Collaboration Agreement, the Indemnified Party shall be entitled to seek indemnification for such claim under either this Agreement or the Collaboration Agreement, but not both.

Conditions to Indemnification. A Party seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under this Article 6 14, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve, through counsel of its choice, any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) shall give prompt notice the Indemnitee may, at its option, assume control of such defense or resolution if the Claim to the other Party (the “Indemnifying Party”) andIndemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnifying Party is not contesting the indemnity obligation, Indemnitor shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely continue to be named a partyobligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the proceeding in other’s prior written consent (which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the caseunreasonably withheld or delayed). If the Indemnifying Party does assume the defense of In any Claim or proceedingevent, it (i) Indemnitor and Indemnitee shall act diligently and in good faith cooperate with each other and their respective counsel with respect to all matters relating such actions or proceedings, at the Indemnitor’s expense. With respect to the settlement or disposition of each and every matter with respect to which any Claim as the settlement or disposition relates indemnification may be sought hereunder, upon receiving notice pertaining to Parties being indemnified under this Article 6such matter, (ii) Indemnitee shall cause such defense to be conducted by counsel promptly give reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior detailed written notice to the Indemnified Party Indemnitor of the nature of such matter and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned amount demanded or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party claimed in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationconnection therewith.

Conditions to Indemnification. A Party Person seeking indemnification under this Article 6 11 (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of the such Third Party Claim to the other Party from whom indemnification is sought (the “Indemnifying Party”) and); provided, provided that the Indemnifying Indemnified Party is not contesting the indemnity obligation, under this Article 11 shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Third Party Claim and the disposition of any such Claim unless the Indemnifying Third Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made Claim; and the Indemnified Party gives notice to the Indemnifying Party further provided, that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Third Party Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party shall cooperate with the Indemnifying Party Party, at the Indemnifying Party’s expense, in its defense of any such Third Party Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Third Party Claim. The Indemnified Party has the right to participate, at its own expense and with counsel of its choice, at its own expense, in the defense of any claim or suit that has been assumed by the Indemnifying Party, but the Indemnifying Party will have final decision-making authority regarding all aspects of the defense. If the Parties cannot agree as to the application of Sections 11.1 or 11.2, as applicable, to any particular Third Party Claim, the Parties may conduct separate defenses of such Third Party Claim. Each Party reserves the right to claim indemnity from the other in accordance with Sections 11.1 or 11.2, as applicable upon resolution of indemnificationthe underlying claim, notwithstanding the provisions of this Section 11.3 requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim or suit.

Conditions to Indemnification. A Party An Archemix Indemnitee seeking indemnification recovery under this Article 6 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party indemnifying party (the “Indemnifying Party”) and, and provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 8, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless (including without limitation any settlement thereof); provided, that, the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any such Claim without the prior notice written consent of such Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Indemnified Party and the consent Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) if , unless such settlement involves anything other than includes a full release of the payment Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of money by the Indemnifying such Indemnified Party. The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to the right of indemnificationsuch Claim.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 XII (the “"Indemnified Party”") shall give prompt notice of the Claim claim to the other Party (the “"Indemnifying Party”") and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party claim, provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 6XII and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying PartyParty and a complete and unconditional release of all applicable claims and liability. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article XII and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party from which indemnification is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 12, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party Claim; provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim. Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the right Company's application requesting confidential treatment under Rule 24b-2 of indemnificationthe Securities Exchange Act of 1934.

Conditions to Indemnification. A Party An Archemix Indemnitee seeking indemnification recovery under this Article 6 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party indemnifying party (the “Indemnifying Party”) and, and provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 8, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless (including without limitation any settlement thereof); provided, that, the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any such Claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) if , unless such settlement involves anything other than includes a full release of the payment Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of money by the Indemnifying such Indemnified Party. The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. in person or through counsel at all legal proceedings giving rise with respect to the right of indemnificationsuch Claim.

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of the such Claim to the other Party from whom indemnification is sought (the “Indemnifying Party”) and, ); and provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 12, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and the disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made Claim; and the Indemnified Party gives notice to the Indemnifying Party further provided, that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (ia) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Indemnified Party and (iib) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim such claim without the prior notice to the Indemnified Party and the written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the right entry of indemnificationany judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 12.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 11 (the “Indemnified Party”) shall give prompt notice of the Claim claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the claim. The Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) 11. The Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 11 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification.. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 11 and under

Conditions to Indemnification. A Party Person seeking indemnification recovery under this Article 6 12 (the “Indemnified Party”) in respect of a Claim shall give prompt written notice of the such Claim to the other Party from whom indemnification is sought (the “Indemnifying Party”) and); provided, provided that the Indemnifying Party is not contesting the indemnity obligationits obligation under this Article 12, and shall permit the Indemnifying Party to control the investigation, defense and assume the defense settlement of any litigation relating to such Claim Claim; and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party further provided, that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any such Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, all reasonable respects and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise with respect to such Claim. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (i) the Indemnified Party may defend against, consent to the right entry of indemnificationany judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 12. The Indemnifying Party shall have no liability for any settlement of Claims entered into by the Indemnified Party without the prior written consent of the Indemnifying Party.

Conditions to Indemnification. A Party seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") who is indemnified by the other party ("Indemnitor") under this Article 6 14, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending, and/or otherwise attempting to resolve, through counsel of its choice, any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) shall give prompt notice the Indemnitee may, at its option, assume control of such defense or resolution if the Claim to the other Party (the “Indemnifying Party”) andIndemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnifying Party is not contesting the indemnity obligation, Indemnitor shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely continue to be named a partyobligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the proceeding in other’s prior written consent (which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the caseunreasonably withheld or delayed). If the Indemnifying Party does assume the defense of In any Claim or proceedingevent, it (i) Indemnitor and Indemnitee shall act diligently and in good faith cooperate with each other and their respective counsel with respect to all matters relating such actions or proceedings, at the Indemnitor’s expense. With respect to the settlement or disposition of each and every matter to which any Claim as the settlement or disposition relates indemnification may be sought hereunder, upon receiving notice pertaining to Parties being indemnified under this Article 6such matter, (ii) Indemnitee shall cause such defense to be conducted by counsel promptly give reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior detailed written notice to the Indemnified Party Indemnitor of the nature of such matter and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned amount demanded or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party claimed in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationconnection therewith.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 11 (the “"Indemnified Party”") shall give prompt notice of the Claim claim to the other Party (the “"Indemnifying Party”") and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the claim. The Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) 11. The Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 11 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 11 and under PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Conditions to Indemnification. A Party seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under this Article 6 Section, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) shall give prompt notice the Indemnitee may, at its option, assume control of such defense or resolution if the Claim to the other Party (the “Indemnifying Party”) andIndemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnifying Party is not contesting the indemnity obligation, Indemnitor shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely continue to be named a partyobligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the proceeding in other party 's prior written consent (which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the caseunreasonably withheld or delayed). If the Indemnifying Party does assume the defense of In any Claim or proceedingevent, it (i) Indemnitor and Indemnitee shall act diligently and in good faith cooperate with each other and their respective counsel with respect to all matters relating such actions or proceedings, at the Indemnitor's sole expense. With respect to the settlement or disposition of each and every matter with respect to which any Claim as the settlement or disposition relates indemnification may be sought hereunder, upon receiving notice pertaining to Parties being indemnified under this Article 6such matter, Indemnitee shall promptly (iiand in no event more than ten (10) shall cause days after any third-party litigation is commenced asserting such defense to be conducted by counsel claim) give reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior detailed written notice to the Indemnified Party Indemnitor of the nature of such matter and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned amount demanded or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party claimed in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationconnection therewith.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 11 (the “Indemnified Party”) shall give prompt notice of the Claim claim to the other Party (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the claim. The Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) 11. The Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 11 and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. For purposes of clarity, it is understood that in the event that a claim is eligible for indemnification under both this Article 11 and under Article 9 of the License Agreement, the Indemnified Party shall be entitled to seek indemnification for such claim under either this Agreement or the License Agreement, but not both.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 10 (the “"Indemnified Party”') shall give prompt notice of the Claim claim to the other Party (the “"Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party claim, provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 610 and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 10 and shall have the right (at its own expense) to be present in hi person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party seeking indemnification With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under this Article 6 15, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of action underlying such matter, except that (a) the “Indemnified Party”Indemnitee may, at its option, participate in such defense or resolution at its expense (not subject to indemnification) shall give prompt notice and through counsel of its choice; (b) the Claim to Indemnitee may, at its option, assume control of such defense or resolution if the other Party (the “Indemnifying Party”) andIndemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnifying Party is not contesting the indemnity obligation, Indemnitor shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely continue to be named a partyobligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the proceeding in other’s prior written consent (which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the caseunreasonably withheld or delayed). If the Indemnifying Party does assume the defense of In any Claim or proceedingevent, it (i) Indemnitor and Indemnitee shall act diligently and in good faith cooperate with each other and their respective counsel with respect to all matters relating such actions or proceedings, at the Indemnitor’s expense. With respect to the settlement or disposition of each and every matter with respect to which any Claim as the settlement or disposition relates indemnification may be sought hereunder, upon receiving notice pertaining to Parties being indemnified under this Article 6such matter, Indemnitee shall promptly (iiand in no event more than twenty (20) shall cause days after any third party litigation is commenced asserting such defense to be conducted by counsel claim) give reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior detailed written notice to the Indemnified Party Indemnitor of the nature of such matter and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned amount demanded or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party claimed in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationconnection therewith.

Conditions to Indemnification. A Party seeking indemnification under this Article 6 10 (the “"Indemnified Party”') shall give prompt notice of the Claim claim to the other Party (the “"Indemnifying Party”) and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such Claim claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party claim, provided that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and * CONFIDENTIAL TREATMENT REQUESTED in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 610 and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying Party has assumed the defense in accordance with indemnification is sought under this Section 6.3, Article 10 and shall have the right (at its own expense) to be present in hi person or through counsel at all legal proceedings giving rise to the right of indemnification.

Conditions to Indemnification. A Party (a) Any party seeking indemnification hereunder (the "Indemnified Party") shall promptly notify the other party obligated to provide indemnification hereunder (" the Indemnifying Party") of any action, suit, proceeding, demand or breach (a "Claim") with respect to which the Indemnified Party claims indemnification hereunder, provided the failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 6 (the “Indemnified Party”) shall give prompt notice of the Claim Section 12 except to the other extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party (a "Third Party Claim"), upon receipt of such notice from the “Indemnifying Party”) and, provided that the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, if and only if each of the following conditions is not contesting the indemnity obligationsatisfied, shall permit and the Indemnifying Party to control and may assume the defense of any litigation relating to such Third Party Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Partyand, in which the case of such an assumption, the Indemnifying Party shall not be so entitled have the authority to assume the defense of the case. If negotiate, compromise and settle such Third Party Claim: (i) the Indemnifying Party does assume confirms in writing that it is obligated hereunder to indemnify the defense of any Claim or proceeding, it (i) shall act diligently and in good faith Indemnified Party with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, such Third Party Claims; and (ii) shall cause such defense to be conducted the Indemnified Party does not give the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that a conflict of interest makes separate representation by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party's own counsel advisable. The Indemnified Party shall cooperate with fully in the Indemnifying Party in its defense of any Third Party Claim for which as and to the extent reasonably requested by the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationParty.

Conditions to Indemnification. A If either a XXXXXXX Indemnified Party seeking indemnification under this Article 6 or a VIVUS Indemnified Party (the each, an “Indemnified Party”) intends to claim indemnification under Article 7, the Indemnified Party shall (a) give prompt notice of the Claim to the other Party (the “Indemnifying Party”) andreasonably prompt written notice of any Liability in respect of which the Indemnified Party intends to claim such indemnification, provided (b) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s request and expense, in the defense or settlement of the claim, and (c) give the Indemnifying Party the right to control the defense or settlement of the claim, except that the Indemnifying Party shall not enter into any settlement that adversely affects the Indemnified Party’s rights or obligations without the Indemnified Party’s prior express written consent, which will not be unreasonably withheld or delayed. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense with counsel of its choosing. Notwithstanding the foregoing, any failure of the Indemnified Party to comply with the provisions of this Section 7.2 will not relieve the Indemnifying Party of any defense or indemnity obligations hereunder except to the extent that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to prejudiced by such Claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 6, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party, or (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim for which the Indemnifying Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnificationfailure.

Conditions to Indemnification. A Party Paratek Indemnitee or a WCCI Indemnitee, as applicable, seeking indemnification under this Article 6 12 (the “Indemnified Party”) shall give prompt notice of the Claim claim to the other Party WCCI or Paratek as the applicable indemnifying party (the “Indemnifying Party”) and, provided ). Provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party shall (a) permit the Indemnifying Party to control and assume the defense dispose of any litigation such claims, actions, suits or demands relating to such Claim and disposition of any such Claim unless the Indemnifying Party is also a party claim (except for claims, actions, suits or likely to be named a party) demands subject to the proceeding in which such Claim is made and the Indemnified Party gives notice provisions of Section 9.2.2 to the Indemnifying Party extent that it may have defenses to such Claim or proceeding that are in conflict with the interests of the Indemnifying PartySection 9.2.2 otherwise provides); provided, in which case that, the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim or proceeding, it (i) shall act diligently reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim claim as the settlement or disposition relates to Parties being indemnified under this Article 612 and provided, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to further, that the Indemnified Party, or (iii) Indemnifying Party shall not settle or otherwise resolve any Claim claim without prior notice to the Indemnified Party and the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (b) if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any Claim claim for which the Indemnifying indemnification is sought under this Article 12. The Indemnified Party has assumed the defense in accordance with this Section 6.3, and shall have the right (at its own expense) to be present participate in person or through counsel at all legal proceedings proceedings, at the Indemnified Party’s sole cost and expense, giving rise to the right of indemnification. 12.4.