Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, Section 13 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this ARTICLE 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as is effected without the case may be, or the other Party, then the prior written consent of the Licensee Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee or Bayer Indemniteeunder this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Licensee or Bayer, as the case may beIndemnitor’s request and expense, shall be required before the Indemnitor may execute provide full information and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the reasonable assistance to Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a ClaimJuno Indemnitee), without the prior written consent and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of the Indemnitoran Editas Indemnitee), which the Indemnitor shall and other Editas Indemnitees may not be required to givedirectly claim indemnity hereunder.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 8.6, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but shall have no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 10.6(a) or Section 10.6(b) shall be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim.” If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 10.6, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but shall have no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 8.1.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In A claim to which indemnification applies under Section 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee “Indemnitee or Bayer Indemnitee, as applicable, “) intends to invoke its right to claim indemnification under this Article XI9, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as shall have the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and right to retain its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except own counsel at its own cost. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 9.3 above, voluntarily make any payment the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or incur any expense with respect to such a Claim, compromise the Indemnification Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Licensed Intellectual Property), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 8.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 10.3 above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to giveRule 406 of the Securities Act of 1933, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 9.

Indemnification Procedure. In a circumstance where one Party is required to indemnify the event other Party for one hundred percent (100%) of the Losses arising from any Third Party Claim, a Party or any of its Affiliates or their respective directors, officers, employees or agents (the “Indemnitee”) that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as the case may be, 11 shall promptly notify the other Party (the “Indemnitor”) thereofof any Losses in respect of which the Indemnitee intends to claim such indemnification, and if the Indemnitor confirms in writing. The writing that it will indemnify the Indemnitee for one hundred percent (100%) of such Loss, then the Indemnitor shall have the sole right to control assume the defense and settlement thereof with counsel of such Claim including its choice, subject to the sole right to settle such a Claimconsent of the non-Indemnifying Party, in its sole discretionwhich consent will not be unreasonably withheld, delayed or conditioned; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor shall not be responsible for the fees and expenses of more than one counsel to all Indemnitees. The indemnity in this Article 11 shall not apply to amounts paid in settlement of any Third Party Claim if such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then is effected without the prior written consent of the Licensee Indemnitee any Indemnitor, which consent shall not be unreasonably withheld, delayed or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementconditioned. The Licensee failure to deliver notice to an Indemnitor within a reasonable time after the commencement of any such Third Party Claim shall not relieve such Indemnitor of any liability to the Indemnitee or Bayer Indemniteeunder this Article 11 with respect to such action, as applicableexcept to the extent that such failure materially prejudiced the Indemnitor’s ability to defend such action. Each Indemnitee under this Article 11, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveaction covered by this indemnification.

Indemnification Procedure. In the event that connection with any Claim for which a Claim subject to the indemnification provisions set forth in Sections 11.1 Pfizer Indemnitee or 11.2 is made and a Licensee Indemnitee or Bayer (the relevant “Indemnitee, as applicable, intends to invoke its right to ”) seeks indemnification under this Article XI, from Licensee or BayerSpringWorks or Pfizer, as the case may berespectively, shall promptly notify the other Party (the “Indemnitor”) thereofpursuant to this Agreement, Pfizer or Licensee, respectively, shall: (a) give the Indemnitor prompt written notice of the Claim; provided, however, that failure to provide such notice shall not relieve the Indemnitor from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnitor, at the Indemnitor’s request and expense, in writing. The connection with the defense and settlement of the Claim; and (c) permit the Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, ; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver not settle the Claim without Pfizer’s or Licensee’s, respectively, prior written consent, which shall not be unreasonably withheld or delayed, in the event that such a settlementsettlement materially adversely impacts any relevant Indemnitee’s rights or obligations. The Licensee Indemnitee Further, Pfizer or Bayer IndemniteeLicensee, as applicablerespectively, shall cooperate with have the Indemnitor right to participate (but not control) and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging be represented in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense suit or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except action by advisory counsel of its selection and at its own cost, voluntarily make expense. The Indemnitor shall not have any payment or incur any expense indemnity obligation with respect to such a Claim, any claim settled by an Indemnitee without the Indemnitor’s prior written consent, such consent of the Indemnitor, which the Indemnitor shall not to be required to giveunreasonably withheld or delayed.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 13 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim; provided that, if the Indemnitor is also involved in defending against such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that own name and if any such settlement requires an admission defense of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives Indemnitee by the same counsel would place such counsel in a position of conflict of interest, the investigation Indemnitor shall pay the reasonable cost of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect IndemnitorIndemnitee’s defense or settlement thereofseparate counsel. The Licensee Indemnitee or Bayer Indemnitee, as applicable, indemnification obligations of the Parties under this Article 13 shall not, except at its own cost, voluntarily make not apply to amounts paid in settlement of any payment or incur any expense with respect to Claim if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which consent shall, not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall to the extent it is prejudicial relieve such Indemnitor of any liability to the Indemnitee under this Article 13, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 13. The Indemnitee under this Article 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 14.2 (the case may be, shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 14.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 14.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor and its legal representatives in the investigation terms of such Claim (at the expense of Indemnitorthis Section 14.2(c), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How, or Confidential Information or patent or other rights licensed to BMS by Elixir hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event that Promptly after receipt by a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right Person entitled to indemnification under this Article XISection 9.1 (such Person, Licensee or Bayeran “Indemnified Person”) of notice of the commencement of any Action (an “Indemnified Claim”) by any Person other than the Issuer, as such Indemnified Person will, if a claim is to be made hereunder against the case may beIssuer in respect thereof, shall promptly notify the other Party (Issuer in writing of the “Indemnitor”) commencement thereof; provided, that the omission to so notify the Issuer will not relieve the Issuer or RAG from any liability that either may have hereunder except to the extent the Issuer has been materially prejudiced by such failure. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Issuer of the commencement thereof, in writing. The Indemnitor the Issuer will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Issuer and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Issuer, such Indemnified Person shall have the sole right to control select separate counsel to assert such legal defenses and to otherwise participate in the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation Indemnified Claims on behalf of such Claim (at Indemnified Person. Upon receipt of notice from the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect Issuer to such a ClaimIndemnified Person of its election so to assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, without the prior written consent of the Indemnitor, which the Indemnitor Issuer shall not be required liable to givesuch Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood that all such expenses shall be reimbursed as they occur), (b) the Issuer shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Indemnified Claims, (c) the Issuer shall not have acknowledged its indemnification obligation to such Indemnified Person or shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not reasonably cured within fifteen (15) Business Days of receipt of such notice, or (d) the Issuer shall have authorized in writing the employment of counsel for such Indemnified Person.

Indemnification Procedure. In the event that Upon obtaining knowledge of any third-party claim (a Claim subject "Third-Party Claim") which gives or could give rise to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to of indemnification under this Article XIAgreement, Licensee or Bayer, as the case may be, party requesting indemnification ("lndemnitee") shall promptly notify provide notification to the other party ("lndemnitor") describing the amount and nature of the Third-Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, ; provided, however, that if any failure or delay in giving such notice shall only relieve the Inseminator of its obligation to defend, indemnify, and hold the lndemnitee harmless to the extent it reasonably demonstrates its defense or settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, Claim was adversely affected thereby. The Inseminator shall have sole control of the defense and of all negotiations for settlement of any Third-Party Claim and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, Indemnities shall cooperate with the Indemnitor and its legal representatives Inseminator in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofof any such Claim at the Inseminator’s expense. The Licensee Notwithstanding the foregoing, the Inseminator shall not settle any claim unless such settlement completely and forever releases the Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense from all liability with respect to such a Claim or unless the Indemnitee consents to such settlement in writing. Where the Indemnitor does not Request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is involved, the lndemnitee may participate in the defense of the Claim at its own expense. If Indemnitor does not assume defense of the Third-Party Claim, without the prior written consent Indemnitee will defend or settle the Third-Party Claim, utilizing counsel of the IndemnitorIndemnitee's choice, which the and Indemnitor shall not be required reimburse the lndemnitee an amount equal to givethe aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in connection with the enforcement of the indemnification obligations set forth herein (including reasonable attorney's fees and costs), plus (iii) interest at the highest amount permitted by law on the aggregate amount of the liabilities, plus the other costs and expenses incurred by the Indemnitee.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Lonza Indemnitee or Bayer Customer Indemnitee (the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIclause 7, Licensee or Bayer, as the case may be, it shall promptly notify the other Party party (the “Indemnitor”) thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement defence thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer other party reasonably represented by such counsel in such proceeding. The Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, its employees and the Licensee or Bayer, as the case may beagents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofliability covered by this clause 7. The Licensee Indemnitee obligations of this clause 7.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this clause 7. It is understood that only Lonza or Customer may claim indemnity under this clause 7 (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 Any Cordis Party or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to SRM Party seeking indemnification under this Article XI, Licensee or Bayer, as 12 (the case may be, “Indemnitee”) shall promptly notify the other indemnifying Party (the “Indemnitor”) thereofin writing of such claim, in writingincluding a detailed description of the claim (the “Indemnity Claim”). The Indemnitor shall have the right to participate jointly with the Indemnitee in the Indemnitee’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the Indemnitee becoming subject to injunctive or other equitable relief or otherwise adversely affecting the business of the Indemnitee in any manner, and as to which the Indemnitor shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the Indemnitor shall have the sole right to control the defense and settlement defend, settle or otherwise dispose of such Claim including Indemnity Claim, on such terms as the sole right to settle such a ClaimIndemnitor, in its sole discretion, providedshall deem appropriate, howeverprovided that the Indemnitor shall not enter into an agreement or settlement which requires the Indemnitee to admit to guilt, liability or wrongdoing of any kind and further providing that if the Indemnitor shall provide reasonable evidence of its ability to pay any damages claimed and with respect to any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as shall have obtained the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and from the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementIndemnity Claim. The Licensee Indemnitee or Bayer Indemnitee, as applicable, Indemnitor shall cooperate with obtain the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the IndemnitorIndemnitee prior to ceasing to defend, which settling or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnitor shall not Indemnitee would become subject to injunctive or other equitable relief or the business of the Indemnitee would be required to give.adversely affected in any manner,

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 9.2 (the case may be, shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 9.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 9.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor terms of this Section 9.2(c). Confidential materials omitted and its legal representatives in filed separately with the investigation of Securities and Exchange Commission. Asterisks denote such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveomission.

Indemnification Procedure. In the event that Upon obtaining knowledge of any third-party claim (a Claim subject “Third-Party Claim”) which gives or could give rise to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to of indemnification under this Article XIAgreement, Licensee or Bayer, as the case may be, party requesting indemnification (“Indemnitee”) shall promptly notify provide notification to the other Party party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have describing the sole right to control amount and nature of the defense and settlement of such Claim including the sole right to settle such a Third-Party Claim, in its sole discretion, provided; provider, however, that if any failure or delay in giving such notice shall only relieve the lndemnitor of its obligation to defend, indemnify, and hold the Indemnitee harmless to the extent it reasonably demonstrates its defense or settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, Claim was adversely affected thereby. The lndemnitor shall have sole control of the defense and of all negotiations for settlement of any Third-Party Claim and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, lndemnitee shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofof any such Claim at the Indemnitor’s expense. The Licensee Notwithstanding the foregoing, the lndemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense from all liability with respect to such a Claim or unless the Indemnitee consents to such settlement in writing. Where the Indemnitor does not request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is involved, the Indemnitee may participate in the defense of the Claim at its own expense. If Indemnitee does not assume defense of the Third-Party Claim, without the prior written consent lndemnitee will defend or settle the Third Party Claim, utilizing counsel of the IndemnitorIndemnitee’s choice, which and Inseminator shall reimburse the Indemnitor shall not be required Indemnitee an amount equal to givethe aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in connection with the enforcement of the indemnification obligations set forth herein (including reasonable attorney’s fees and costs), plus (iii) interest at the highest amount permitted by law on the aggregate amount of the liabilities, plus the other costs and expenses incurred by the Indemnitee.

Indemnification Procedure. In Promptly after receipt by either party of notice of the event that a Claim subject assertion of any claim or the commencement of any action, suit or proceeding with respect to this Agreement, such party ("Indemnified Party") shall give written notice thereof to the indemnification provisions set forth in Sections 11.1 other party ("Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been prejudiced thereby. In case any such action, suit or 11.2 proceeding is made and a Licensee Indemnitee or Bayer Indemniteebrought against an Indemnified Party, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right be entitled to control the defense and settlement of such Claim including the sole right to settle such a Claimjoin in (and, in its sole discretion, to assume) the defense thereof with counsel satisfactory to the Indemnified Party, provided, however, that if the Indemnified Party shall be entitled to join in the defense of any such settlement requires an admission action, suit or proceeding with counsel of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor), and refrain 's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from engaging or in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect addition to those available to the Indemnitor’s defense or settlement thereof. The Licensee Indemnitee Indemnitor will not settle any claim, action, suit or Bayer Indemniteeproceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, as applicablein form and substance satisfactory to the Indemnified Party and its counsel, shall not, except at its own cost, voluntarily make any payment or incur any expense from all liability with respect to such a Claimclaim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection but at its own expense except as provided above. If the Indemnitor shall not assume the defense of any claim, action, suit or proceeding, the Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required to giveunreasonably withheld or delayed.

Indemnification Procedure. In A claim to which indemnification applies under Section 13.1 or Section 13.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI13, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 13.3, above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the OncoMed Licensed Patents Rights or OncoMed Licensed Know-How, or Confidential Information or Patent or other rights licensed to OncoMed by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 12.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 8 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 8.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this Article 8 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires is effected by an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which consent shall not be withheld, conditioned or delayed unreasonably. The failure to deliver written notice of a Claim to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 8, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 8. The Indemnitee under this Article 8, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, ARTICLE 12 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 12.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this ARTICLE 12 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 12, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this ARTICLE 12. The Indemnitee under this ARTICLE 12, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Trimeris may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a Trimeris Indemnitee), and other Trimeris Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only CRL may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a CRL Indemnitee), and other CRL Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Lonza Indemnitee or Bayer Omeros Indemnitee (the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIClause 9, Licensee or Bayer, as the case may be, it shall promptly notify the other Party (the “Indemnitor”) thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement defence thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, party reasonably represented by such counsel in such proceeding and the Licensee or Bayer, as the case may be, shall be required before provided further that the Indemnitor may execute and deliver such not admit to any unlawful act or infringement of a settlementThird Party’s Intellectual Property by the Indemnitee or agree to any invalidity or unenforceability of an Indemnitee’s patent rights without the indemnitee’s written consent. The Licensee Indemnitee or Bayer Indemnitee, as applicableits employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofliability covered by this Clause 9. The Licensee Indemnitee obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Clause 9. It is understood that only Lonza or Omeros may claim indemnity under this Clause 9 (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to Any Person seeking indemnification under this Article XI, Licensee or Bayer, as Section 10 (the case may be, “Indemnitee”) shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) thereofin writing of any Claim, in writing. The and the Indemnitor shall have the sole right to control participate in, and, to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and settlement the other Party within thirty (30) days after receipt of written notice of such Claim including from the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the Indemnitor, if representation of such Indemnitee by the counsel retained by the 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. Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such settlement requires counsel in such proceeding; or (b) by Indemnitee in all other cases. In no event shall the Indemnitor be liable for any Liabilities that result from any delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless an admission Indemnitee from and against such Claim, the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of fault or liability by, or imposes suit) and any obligation on, a Licensee Liabilities incurred by the Indemnitor in its defense of such Claim with respect to the Indemnitee. The Indemnitee or Bayer Indemnitee, as the case may be, or and the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may beits employees and agents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givecovered by this Section 10.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections applies under Section 11.1 or Section 11.2 is made and a Licensee Indemnitee shall be referred to herein as an “Indemnification Claim”. If any Person or Bayer Persons (collectively, the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI11, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 11.3, above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Orexigen Intellectual Property, or Confidential Information or Patent or other rights licensed to Orexigen by Takeda hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably FINAL VERSION withheld, conditioned, or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In If CRUCELL (the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 11, Licensee or Bayer, as the case may be, CRUCELL shall promptly notify the other Party VAXIN (the “Indemnitor”) thereofof any claim, in writingdemand, action, or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the sole right to control participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and settlement of such Claim including thereof with counsel selected by the sole right to settle such a Claim, in its sole discretion, Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in such proceedings. The indemnity obligations under this Section 11 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 11 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not be required to give.relieve it of

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this ARTICLE 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 11, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Fate may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Fate Indemnitee), and other Fate Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Lonza Indemnitee or Bayer Micromet Indemnitee (the "Indemnitee, as applicable, ") intends to invoke its right to claim indemnification under this Article XIClause 9, Licensee or Bayer, as the case may be, it shall promptly notify the other Party (the “"Indemnitor”") thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement defence thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer other Party reasonably represented by such counsel in such proceeding. The Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, its employees and the Licensee or Bayer, as the case may beagents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofliability covered by this Clause 9. The Licensee Indemnitee obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Clause 9. It is understood that only Lonza or Micromet may claim indemnity under this Clause 9 (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 7.5(a) or Section 7.5(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 7.5, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would require any admission by the Indemnitee or impose any obligation on the Indemnitee, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Article 8.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Lonza Indemnitee or Bayer Kolltan Indemnitee (the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIClause 9, Licensee or Bayer, as the case may be, it shall promptly notify the other Party party (the “Indemnitor”) thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer other party reasonably represented by such counsel in such proceeding. The Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, its employees and the Licensee or Bayer, as the case may beagents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofliability covered by this Clause 9. The Licensee Indemnitee obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Clause 9. It is understood that only Lonza or Kolltan may claim indemnity under this Clause 9 (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 14.6(a), Section 14.6(b) or Section 14.6(c) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 14.6, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own cost and expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation onwith the fees, a Licensee Indemnitee or Bayer costs and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which the . The Indemnitor shall not be required to givesettle any such claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by the Indemnitee), would bind or impair the Indemnitee, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnitee or this Agreement is invalid, narrowed in scope or Amgen Contract No.: 2013579490 35 EXECUTION COPY

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 11 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this Article 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 11. The Indemnitee under this Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Loxo or its permitted assignee may claim indemnity under this Article 11 (on its own behalf or on behalf of a Loxo Indemnitee), and other Loxo Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 11 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. (a) Any party seeking indemnification hereunder (the "Indemnitee") shall notify the parties liable for such indemnification (each an "Indemnitor") in writing of any event, omission or occurrence which the Indemnitee has determined has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). In all cases, such notice shall be given promptly, in accordance with the event relevant provisions of the Agreement regarding notice; provided, that a Claim subject the failure of any Indemnitee to give notice as provided in this Section 16. 4 shall not relieve the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke Indemnitor of its right to indemnification obligations under this Article XIXVI unless such failure shall materially adversely affects the Indemnitor. A Notice of Claim shall specify in reasonable detail the nature and any particulars of the event, Licensee omission or Bayeroccurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement within 30 days of such Claim including the sole right to settle such its receipt of a Notice of Claim, in its sole discretion, ; provided, however, that if so long as the Indemnitor is in good faith defending a claim pursuant to Section 16.4(b) below, its obligation to indemnify the Indemnitee with respect thereto shall be suspended. To the extent the parties disagree as to whether any Losses are indemnifiable hereunder, such matters shall be resolved pursuant to Section 17.11 hereunder; provided, that during the pendency of any such settlement requires an admission of fault or liability bydispute, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case party seeking indemnification may be, or defend the other Party, then the prior written consent of the Licensee Indemnitee or Bayer IndemniteeLoss for which indemnification is sought, and if it is determined that the Licensee or BayerLoss is one that is subject to indemnification, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givebound by all actions taken by the party seeking indemnification during the pendency of such dispute.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, party intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Chapter (an “Indemnitee”) the case may be, Indemnitee shall promptly notify the other Party party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be subject to a demand for indemnification (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee in respect of such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as claim. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee indemnification claim after notice, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, indemnification claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this agreement or the scope, validity of enforceability of Party B’s rights in and to the proprietary technologies, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to give.the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to the Confidentiality Agreement(s) between Party A and Party B. Chapter IX Arbitration

Indemnification Procedure. In A claim to which indemnification applies under Section 8.1 or 8.2 shall be referred to herein as an “Indemnification Claim”. If any person or persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIARTICLE 8, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the Indemnitee’s patents or know how), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to ARTICLE 7.

Indemnification Procedure. In the event A party that makes a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim for indemnification under this Article XI, Licensee or Bayer, as the case may be, 10 shall promptly notify the other Party party (the “Indemnitor”) thereofin writing of any action, claim or other matter in writing. The Indemnitor shall have the sole right respect of which such party, intends to control the defense and settlement of claim such Claim including the sole right to settle such a Claim, in its sole discretion, indemnification; provided, however, that if failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The indemnified party shall permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement requires an admission of fault or liability byby the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the indemnified party’s rights hereunder, or imposes impose any obligation onobligations on the indemnified party in addition to those set forth herein, a Licensee Indemnitee in order for it to exercise such rights, without the indemnified party’s prior written consent, which shall not be unreasonably withheld or Bayer Indemniteedelayed. No such action, as the case may be, claim or the other Party, then matter shall be settled without the prior written consent of the Licensee Indemnitee Indemnitor, which shall not be unreasonably withheld or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementdelayed. The Licensee Indemnitee or Bayer Indemnitee, as applicable, indemnified party shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of such Claim (at any action, claim or other matter covered by the expense indemnification obligations of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofthis Article 10. The Licensee Indemnitee or Bayer Indemniteeindemnified party shall have the right, as applicablebut not the obligation, shall not, except to be represented in such defense by counsel of its own selection and at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveexpense.

Indemnification Procedure. In the event Each Person that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right entitled to indemnification under this Article XIAgreement (each, Licensee or Bayer, as an “Indemnitee”) agrees to give the case party hereto from which it may be, shall promptly notify the other Party request indemnification (the “Indemnitor”) thereofprompt written notice of any event, in writingor any written claim by a third party, of which it obtains knowledge, which could give rise to any damage, liability, loss, cost or expense as to which it may request indemnification under this Agreement, but the failure to give such prompt written notice shall not affect such Indemnitee’s rights hereunder except to the extent the Indemnitor was adversely prejudiced thereby. The Notice given pursuant to the first sentence of this Section 7.4 shall: (i) provide details of the event or claim that is the subject of the notice; (ii) state the section of this Agreement that the Indemnitee claims has been breached; and (iii) contain as attachments any documents to the extent material to an understanding of the event or claim that is the subject of the notice. In connection with any such third-party claim which could give rise to any damage, liability, loss, cost or expense as to which indemnification may be requested under this Agreement, if the Indemnitor shall have acknowledged in writing its obligation to indemnify in respect of such claim, the sole Indemnitor may assume the defense of such third-party claim at its expense, including by selecting counsel to direct such defense (which counsel shall be reasonably satisfactory to the Indemnitee), and the Indemnitee shall cooperate with the Indemnitor in determining the validity of any such claim and its defense thereof. The Indemnitee may, at its expense, participate in the defense of such third-party claim. Notwithstanding the Indemnitor’s assumption of the defense of such third-party claim, the Indemnitee shall have the right to control employ one counsel to represent the defense Indemnitee if, in the reasonable judgment of the Indemnitee, a conflict of interest exists between the Indemnitee and settlement the Indemnitor with respect to such third-party claim, and in such event the reasonable fees and expenses of such Claim including separate counsel shall be paid by the sole right to settle such a Claim, in its sole discretion, Indemnitor; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee counsel shall represent the Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense only with respect to such a Claimmatters as to which, in the reasonable judgment of the Indemnitee, such conflict of interest exists. The Indemnitor shall not settle any such claim without the prior written consent of the Indemnitee if any relief, other than the payment of money damages by the Indemnitor, which would be granted by such settlement or if such settlement does not include the unconditional release of the Indemnitee. The Indemnitee shall not settle any such claim without the consent of the Indemnitor which consent shall not be required to giveunreasonably withheld.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the NPC Patents Rights or NPC Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 9.5(a) or Section 9.5(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 9.5, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense writing promptly upon becoming aware of any claim that may be a Claim (it being understood and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, providedagreed, however, that if any the failure by an Indemnitee to give such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before notice will not relieve the Indemnitor may execute of its indemnification obligation under this Agreement except and deliver only to the extent that the Indemnitor is actually prejudiced as a result of such a settlementfailure to give notice). The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided however that an Indemnitee will have the right to retain its legal representatives own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the investigation Indemnitor does not assume the defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Section 8.

Indemnification Procedure. In If a claim occurs for which a party has an indemnification obligation under Section 10.3 or 10.4, the event that a Claim subject to indemnified party (the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall ”) will: (a) promptly notify the other Party indemnifying party (the “Indemnitor”) thereof, in writing. The writing of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with the Indemnitor shall have in the sole right defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, with counsel reasonably satisfactory to the Indemnitee, all at the Indemnitor 's cost and expense. If the Indemnitor assumes the defense of the claim, the Indemnitee may participate in such Claim including defense with the Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole right to settle such a Claim, in its sole discretion, cost and expense; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before neither the Indemnitor may execute and deliver such a settlement. The Licensee nor the Indemnitee will consent to the entry of any judgment or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in enter into any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, the claim without the prior written consent of the Indemnitorother party, which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor will have the right, upon written notice to the Indemnitee within five days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor shall is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such claim will cease. The Indemnitor will not be required to giveliable for any settlement or other disposition of a claim by the Indemnitee which is reached without the written consent of the Indemnitor.

Indemnification Procedure. In the event that a an Indemnified Entity is seeking indemnification under Section 9.1, it shall inform the Indemnifying Entity in writing of the relevant Claim as soon as reasonably practicable after it receives notice of the Claim, shall permit the Indemnifying Entity to assume direction and control of the defense of the Claim (subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim actions described in Section 5.3), including the sole right to settle such a Claimselect defense counsel, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as which counsel shall be reasonably satisfactory to the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer IndemniteeIndemnified Entity, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with as reasonably requested by the Indemnitor and its legal representatives in the investigation of such Claim Indemnifying Entity (at the expense of Indemnitor), and refrain from engaging the Indemnifying Entity) in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s the defense or settlement thereofof the Claim. The Licensee Indemnitee failure or Bayer Indemnitee, as applicable, delay to so notify the Indemnifying Entity shall notnot relieve the Indemnifying Entity of any obligation or liability that it may have to the Indemnified Entity, except to the extent that the Indemnifying Entity demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. Notwithstanding the foregoing, if control of the defense of such Claim by the Indemnifying Entity would be inappropriate due to actual or potential differing interests between the Parties, then the Indemnified Entity may undertake the defense of such Claim with counsel of its choice at the Indemnified Party’s expense. The Indemnified Entity shall have the right to participate, at its own costexpense and with counsel of its choice, voluntarily make in the defense of any payment or incur Claim that has been assumed by the Indemnifying Entity. Neither the Indemnifying Entity nor the Indemnified Entity shall enter into any expense with respect settlement of any claim subject to such a Claim, indemnification without the prior mutual written consent of the Indemnitor, which the Indemnitor shall not be required to givebetween these two parties.

Indemnification Procedure. In If CRUCELL (the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 8, Licensee or Bayer, as the case may be, CRUCELL shall promptly notify the other Party COMPANY (the “Indemnitor”) thereofof any claim, in writingdemand, action, or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the sole right to control participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and settlement of such Claim including thereof with counsel selected by the sole right to settle such a Claim, in its sole discretion, Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in such proceedings. The indemnity obligations under this Section 8 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 8 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not be required relieve it of any liability that it may have to givethe Indemnitee otherwise than under this Section 8.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 10.3 above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to giveRule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 9.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the Toray Patents Rights or Toray Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 10.3 above, the Indemnitee or Bayer Indemniteemay defend the Indemnification Claim, and the Licensee or Bayer, as the case may be, but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement, or the scope or enforceability of any Patent within the Codexis Patent Rights or of the Codexis Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 9.

Indemnification Procedure. In Promptly after receipt by an Indemnitee under this Section 8 of notice of the event that commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim subject in respect thereof is to be made against the Company under this Section 8, deliver to the indemnification provisions set forth in Sections 11.1 or 11.2 is made Company a written notice of the commencement thereof including the factual basis for the Claim (if known) and a Licensee Indemnitee or Bayer Indemniteethe amount, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as and the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor Company shall have the sole right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or proceeding by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or proceeding. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of such Claim including any action, claim or proceeding effected without its prior written consent (excluding where the sole right Company has not elected to settle such a Claim, in its sole discretionassume control of the defense), provided, however, that if any such settlement requires an admission of fault the Company shall not unreasonably withhold, delay or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementcondition its consent. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, Company shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the IndemnitorIndemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the Indemnitor giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such action, proceeding or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be required subrogated to giveall rights of the Indemnitee with respect to all insurance proceeds, third parties, firms or corporations relating to the matter for which indemnification has been made. The failure by an Indemnitee to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section 8 except to the extent that the Company is prejudiced in its ability to defend such action, in which event the liability of the Company to such Indemnitee shall be reduced by the amount of any losses incurred by the Company resulting from the Indemnitee’s failure to give such notice on a timely basis.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing no later than [***] days after becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. counsel in such proceedings. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 13.7(a) or Section 13.7(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 13.7, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own cost and expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation onwith the fees, a Licensee Indemnitee or Bayer costs and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s sole cost and expense and will make available to givethe Indemnitor all pertinent information under the Indemnitee’s control, which information will be subject to Section 12.1.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 11.6(a) or Section 11.6(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 11.6, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Section 10.

Indemnification Procedure. In BTCS (the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, ”) shall promptly notify the other Party User in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1. The Indemnitee shall cooperate with the User (the “Indemnitor”) thereof, in writingat the Indemnitor’s sole cost and expense. The Indemnitor shall have the sole right to promptly assume control of the defense and settlement shall employ counsel of such Claim including its choice to handle and defend the same, at the Indemnitor’s sole right to settle such a Claimcost and expense; provided, however, that BTCS reserves the right, at its option and in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent to assume full control of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementdefense of claims with legal counsel of its choice. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with may participate in and observe the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except proceedings at its own cost, voluntarily make any payment or incur any cost and expense with respect to such a Claim, counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, which in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12.2 will not relieve the Indemnitor shall not be required of its obligations under this Section 12, except to givethe extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections 11.1 applies under Section 6.1 or 11.2 is made and a Licensee 6.2 shall be referred to herein as an “Indemnification Claim”. If an Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI6, Licensee the Indemnitee or Bayer, as the case appropriate Licensor shall notify BMS in writing promptly upon becoming aware of any claim that may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writingbe an Indemnification Claim. The Indemnitor BMS shall have the sole right to assume and control the defense and settlement of such the Indemnification Claim including the sole right to settle such a Claim, in at its sole discretionown expense with counsel selected by BMS, provided, however, that an Indemnitee or the appropriate Licensor shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if Indemnitee determines that representation of such Indemnitee by the counsel retained by BMS would be inappropriate due to actual or potential differing interests between such Indemnitee and any party represented by such counsel in such proceedings. BMS shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 6, provided that the consent of the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) shall be required in the event any such settlement requires an admission or compromise would adversely affect the interests of fault the Indemnitee. The indemnification obligations of BMS under this Article 6 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or liability byaction if such settlement is effected without the consent of BMS. The failure to deliver notice to BMS within a reasonable time after the commencement of any action subject to this Article 6, or imposes if materially prejudicial to BMS’s ability to defend such action, shall relieve BMS of any obligation on, a Licensee to the Indemnitee under this Article 6 with respect to Liability relating to or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee arising from such action. The Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may beits employees and agents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor BMS and its legal representatives in the investigation of such Claim (at the expense of Indemnitor)any action, and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense claim or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveliability covered by this indemnification.

Indemnification Procedure. In The Indemnitees shall give the event that a Claim subject Indemnitors prompt written notice of any demand, or any civil, criminal, administrative or investigative claim, action or proceeding (including arbitration) asserted, commenced or threatened against an Indemnitee (including an employee thereof) for which indemnification is sought under Section 11 hereof. Failure to give notice will not diminish the Indemnitors’ obligations under Section 11. When provided notice of any actual or potential Liabilities, the Indemnitors, at the Indemnitees’ option and at the Indemnitors’ expense, will undertake defense of such actual or potential Liabilities through counsel approved by the Indemnitees. The Indemnitors may select legal counsel to represent the Indemnitees (said counsel to be reasonably satisfactory to the indemnification provisions set forth in Sections 11.1 or 11.2 is made Indemnitees) and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to otherwise control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, ; provided, however, that the Indemnitors shall first obtain authorization from the Indemnitees before settlement is made of the actual or potential Liabilities if any the terms of such settlement requires an admission (a) require any action or inaction by the Indemnitees or any affiliate thereof or (b) could materially adversely affect the Indemnitees, including any terms which admit the existence of fault a defect in Products or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent failure of the Licensee Indemnitee or Bayer IndemniteeIndemnitees to fully and faithfully perform its obligations. In the alternative, the Indemnitors may elect to undertake defense of such Liabilities to the extent asserted against the Indemnitees, and the Licensee or BayerIndemnitors shall reimburse the Indemnitees on monthly basis for all reasonable expenses, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor)attorneys’ fees, and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without other costs incurred by the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveIndemnitees related thereto.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to Any Person seeking indemnification under this Article XI, Licensee or Bayer, as Section 10 (the case may be, “Indemnitee”) shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) thereofin writing of any Claim, in writing. The and, subject to Section 8.3, the Indemnitor shall have the sole right to control participate in, and, to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and settlement the other Party within thirty (30) days after receipt of written notice of such Claim including from the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such settlement requires counsel in such proceeding; or (b) by Indemnitee in all other cases. In no event shall the Indemnitor be liable for any Liabilities that result from any unreasonable delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless an admission Indemnitee from and against such Claim, the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of fault or liability by, or imposes suit) and any obligation on, a Licensee Liabilities incurred by the Indemnitor in its defense of such Claim with respect to the Indemnitee. The Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemniteeand its employees and agents shall reasonably cooperate with, and at the Licensee or Bayerexpense of, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givecovered by this Section 10.

Indemnification Procedure. In Promptly after the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 receipt by IVG of notice or 11.2 is made and a Licensee Indemnitee discovery of any liability, claim, damage or Bayer Indemnitee, as applicable, intends to invoke its right legal action or proceeding giving rise to indemnification rights under this Article XISection 11.2, Licensee or Bayer, IVG will give the Shareholders and Escrow Agent (as defined in the case may be, shall promptly notify the other Party (the “Indemnitor”Escrow Agreement) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement written notice of such Claim including the sole right to settle such a Claimclaim, in its sole discretiondamage, provided, however, that if any such settlement requires an admission legal action or proceeding (for purposes of fault or liability by, or imposes any obligation onthis Section 11.2, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent "CLAIM") in accordance with Section 11.2 of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementthis Agreement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation Within ten days of delivery of such Claim (written notice, the Representative may, with IVG's written consent, which shall not be unreasonably withheld, at the expense of Indemnitor)the Shareholders, elect to take all necessary steps properly to contest any Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement. If the Representative makes the foregoing election, then the Representative will take all necessary steps to contest any such Claim or to prosecute or defend such Claim to conclusion or settlement, and refrain from engaging will notify IVG of the progress of any such Claim, will permit IVG, at IVG's expense, to participate in any actions such prosecution or defense (PROVIDED, HOWEVER, that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933if a conflict of interest exists which would make it inappropriate, AS AMENDED. would adversely affect Indemnitor’s in the reasonable opinion of IVG, for the same counsel to represent both IVG and the Shareholders in the resolution of such Claim, then IVG may retain separate counsel, the fees and expenses of which shall be borne by IVG) and will provide IVG with reasonable access to all relevant information and documents relating to the Claim and the Representative's prosecution or defense or settlement thereof. The Licensee Indemnitee If the Representative does not make such election, then IVG shall be free to handle the prosecution or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make defense of any payment or incur any expense with respect to such a Claim, will take all necessary steps to contest any such Claim involving third parties or to prosecute or defend such Claim to conclusion or settlement, will notify the Representative of the progress of any such Claim, and will permit the Representative, at the expense of the Shareholders, to participate in such prosecution or defense and will provide the Representative with reasonable access to all relevant information and documents relating to the Claim and IVG's prosecution or defense thereof. In either case, the party not in control of a Claim will fully cooperate, and will cause its counsel, if any, to fully cooperate, with the other party in the conduct of the prosecution or defense of such Claim. Neither party will compromise or settle any such Claim without the prior written consent of either IVG (if the IndemnitorRepresentative defends the Claim) or the Representative (if IVG defends the Claim), which the Indemnitor shall such consent not to be required to giveunreasonably withheld.

Indemnification Procedure. In A claim to which the event that obligations under Section 6.5(a) or Section 6.5(b) apply will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to indemnification recover under this Article XISection 6.5, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor fees and its legal representatives in expenses to be paid by the investigation of such Claim (at Indemnitee. If the expense of Indemnitor), and refrain from engaging in any actions that [*** *] INDICATES MATERIAL THAT WAS HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL WAS HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. would adversely affect Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so, and the costs and expenses incurred by Indemnitee in connection with the defense of any Claim for which Indemnitor has not assumed control will be paid for by Indemnitor’s defense . Except in the event where Indemnitee assumes control in accordance with the foregoing sentence, the Indemnitee will not settle or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would require any admission by the Indemnitee or impose any obligation on the Indemnitee, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Article 7.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke claim indemnification, on behalf of itself or any of its right to indemnification Affiliates, or any of their respective directors, officers, employees or agents (each, an “Indemnitee”), under this Article XI, Licensee or Bayer, as the case may be, 10 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of the applicable claim, provided, however, that the failure to give such notice shall not limit or otherwise reduce the indemnity provided for in writingthis Agreement except to the extent that failure to give notice materially prejudices the rights of the Indemnitor. The Indemnitor shall have the sole right right, upon notice to control the Indemnitee within [***] after the receipt of any such notice, to undertake the defense, settlement or compromise of such claim, and the failure of the Indemnitor to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnitor’s rights under this Section 10.3 and shall preclude the Indemnitor from disputing the manner in which the Indemnitee may conduct the defense of such claim. Upon such notice from the Indemnitor, the Indemnitor shall have sole control of the defense and/or settlement of such Claim including claim; provided that the sole Indemnitee shall have the right to settle such a Claimparticipate, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own costexpense, voluntarily make with counsel of its own choosing in the defense and/or settlement of such claim. The Indemnitor shall not settle any payment or incur any expense with respect to such a Claim, claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The indemnification obligations of the Parties under this Article 10 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the consent of the Indemnitor, which the Indemnitor consent shall not be required unreasonably withheld or delayed. The Indemnitee, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to givethe Indemnitor and its legal representatives with respect to such claims covered by this indemnification.

Indemnification Procedure. In If a Party (the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIhereunder, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofof any claim, in writingdemand, action, or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the sole right to control participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and settlement of such Claim including thereof with counsel selected by the sole right to settle such a Claim, in its sole discretion, Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel at Indemnitee’s own expense. The indemnity obligations under Section 9.3 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then is effected without the prior express written consent of the Licensee Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, only to the extent actually prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under Section 9.3 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not relieve it of any liability that it may have to the Indemnitee otherwise than under Section 9.3. The Indemnitor may not settle or Bayer otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and the Licensee or Bayer, as the case may beall of their employees and agents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at any claim, demand, action or other proceeding covered by this Section 9.4. If the expense Parties cannot in good faith agree as to the application of Indemnitor)Section 9.3’s subsections to any particular Claim, and refrain from engaging in any actions that **then each Party may the conduct its own defense [ * INDICATES MATERIAL THAT WAS ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect of such Claim and reserves the right to such a Claim, without claim indemnification (to the prior written consent extent provided for in Section 9.3) from the other Party upon resolution of the Indemnitor, which the Indemnitor shall not be required to giveunderlying Claim.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 (ONO Indemnity) or Section 10.2 (FATE Indemnity) shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10 (Indemnity and Insurance), Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such settlement requires an admission counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 (Indemnification Procedure), above, the Indemnitee may defend the Indemnification Claim at Indemnitor’s expense (subject to Sections 10.1 (ONO Indemnity) and 10.2 (FATE Indemnity)) but shall have no obligation to do so. Neither the Indemnitor nor the Indemnitee shall admit fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or on behalf of the other Party, then Party without the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementother Party. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope, exclusivity, duration or enforceability of the intellectual property or Confidential Information or Patent or other rights granted or licensed to the Indemnitee hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 8 (Confidentiality), and cause its employees to be available in a deposition, hearing or trial. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission.

Indemnification Procedure. In A claim to which indemnification applies under Section 14.1 or Section 14.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIARTICLE 14, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, providedagreed, however, that if any the failure by an Indemnitee to give such settlement requires an admission notice shall not relieve the Indemnitor of fault or liability by, or imposes any its indemnification obligation on, under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a Licensee Indemnitee or Bayer Indemnitee, as result of such failure to give notice). Each claim notice shall describe in reasonable detail the case may be, basis for such claim (the “Claim Basis”) and specify the amount or the estimated amount of Losses actually incurred or paid by the Indemnitee as a result of the Claim Basis, to the extent ascertainable. By delivering notice to the Indemnitee within [***] days after delivery of notice described in the immediately preceding sentence, the Indemnitor may assume and control, with the sole power to direct, the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee. If the Indemnitor does not assume control of the defense of the Indemnification Claim as described in this Section 14.3, above, the Indemnitee shall control such defense at Indemnitor’s expense (subject to Sections 14.1 and 14.2). The Party not controlling such defense may participate therein at its own expense. Neither the Indemnitor nor the Indemnitee shall admit fault on behalf of the other Party, then Party without the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementother Party. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such compromise an Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the shall not be unreasonably withheld, delayed or conditioned. The Indemnitor shall not settle or compromise an Indemnification Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee for which the Indemnitee is not indemnified under this Agreement, without the prior written consent of the Indemnitee. The Party controlling the defense of an Indemnification Claim shall keep the other Party advised of the status of such Indemnification Claim and the defense thereof and shall reasonably consider recommendations made by the other Party with respect thereto. The other Party shall cooperate fully with the Party controlling such defense and shall make available all pertinent information under its control, which information shall be required subject to giveARTICLE 12, and cause its employees to be available in a deposition, hearing or trial.

Indemnification Procedure. In the event that any legal proceedings shall be instituted or that any claim or demand shall be asserted by any third party in respect of which payment may be sought by a Claim subject party under the provisions of this Section 6 (referred to in this Section 6 as the "Indemnitee"), the Indemnitee shall promptly cause written notice of the assertion of any claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to party from which indemnification under this Article XI, Licensee or Bayer, Section 6 will be sought (referred to in this Section 6 as the case may be, shall promptly notify the other Party (the “"Indemnitor”) thereof, in writing"). The Indemnitor shall have the sole right right, at its option and at its own expense, to control the defense be represented by counsel of its choice who must be reasonably satisfactory to Indemnitee, and settlement of such Claim including the sole right to defend against, negotiate, settle such or otherwise deal with any proceeding, claim or demand which relates to any loss, liability, damage or deficiency resulting from a Claim, in its sole discretion, third-party claim or demand indemnified against hereunder; provided, however, that if any such no settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, made without the prior written consent of the IndemnitorIndemnitee, which the Indemnitor consent shall not be required unreasonably withheld or delayed; and, provided further, that Indemnitee may participate in any such proceeding with counsel of its choice and at its own expense. To the extent Indemnitor elects not to givedefend such proceeding, claim or demand and Indemnitee defends against, settles or otherwise deals with any such proceeding, claim or demand, which settlement may be made without the consent of Indemnitor, Indemnitee will act reasonably and in accordance with its good faith business judgment and such settlement shall be covered by the indemnification provisions of this Section 6. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 10.6(a) or Section 10.6(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Claim”. If any Person (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 10.6, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense writing promptly upon becoming aware of any claim that may be a Claim (it being understood and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, providedagreed, however, that if any the failure by an Indemnitee to give such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before notice will not relieve the Indemnitor may execute of its indemnification obligation under this Agreement except and deliver only to the extent that the Indemnitor is actually prejudiced as a result of such a settlementfailure to give notice). The Licensee Indemnitee or Bayer IndemniteeSubject to Section 11.9, as applicable, shall cooperate the Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee. The Indemnitee or its legal representatives licensor (in the investigation case of Radius) will have the right to participate and to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim (as aforesaid, the Indemnitee, at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofexpense, may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, or otherwise create an obligation or admission of liability for Indemnitee without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to give.the Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Section 9. 10.7

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to A party seeking indemnification under this Article XI, Licensee or Bayer, as Section 7.1 (the case may be, “Indemnitee”) shall promptly notify the other Party indemnifying party (the “Indemnitor”) thereofin writing of any claim in respect of which the Indemnitee claims such indemnification hereunder, in writingprovided however, that the failure to given such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. The Further, the Indemnitee shall provide the Indemnitor shall have the sole right to control of the defense and and/or settlement of such Claim including thereof with counsel reasonably satisfactory to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such settlement requires an admission of fault or liability bysuit, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own costexpense, voluntarily make any payment or incur any expense with respect unless the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such a Claimextent as to require, without consistent with applicable standards of professional responsibility, the prior written consent retention of separate counsel for the IndemnitorIndemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee. In the event the Indemnitor and/or its retained counsel fail to promptly provide such defense, or, having commenced such defense, fail to diligently proceed with such defense, the Indemnitee shall have the right to assume the defense of any such matter through legal counsel of its own choosing and the Indemnitor shall be liable for the attorneys’ fees and litigation expenses. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be required to giveunreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 7.1. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections applies under Section 11.1 or Section 11.2 is made and a Licensee Indemnitee shall be referred to herein as an "Indemnification Claim". If any Person or Bayer Persons (collectively, the "Indemnitee, as applicable, ") intends to invoke its right to claim indemnification under this Article XI11, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “"Indemnitor”") thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect counsel selected by the Indemnitor; provided that, the Indemnitee shall have the right to such a Claimhave counsel selected by it participate, at the Indemnitee's expense, in any action for which the Indemnitee seeks to be indemnified by the Indemnitor. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee's interests (including any rights under this Agreement or the scope or enforceability of the Indemnitee's Patents Rights or Confidential Information), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor's expense and shall make available to givethe Indemnitor all reasonably requested information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In Each of the event that a Claim subject parties in its respective capacity as an indemnitee (“Indemnitee”) hereunder, shall give to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party party (the “Indemnitor”) thereof, prompt written notice of any claim that might give rise to indemnified liabilities under Section 14.1 or 14.2 setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is prejudiced in writingany material respect thereby. The Indemnitor shall have the sole right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, any claims for which it is responsible for indemnification hereunder (provided that if no Indemnitor will settle any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer claim without (i) the appropriate Indemnitee, as the case may be, or the other Party, then the ’s prior written consent which consent shall not be unreasonably withheld or delayed or (ii) obtaining an unconditional release of the Licensee appropriate Indemnitee from all claims arising out of or Bayer Indemniteein any way relating to the circumstances involving such claim) so long as in any such event, and the Licensee or BayerIndemnitor shall have stated in a writing delivered to the Indemnitee that, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with between the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense the Indemnitor is responsible to the Indemnitee with respect to such a Claim, without claim to the prior written consent of extent and subject to the Indemnitor, which limitations set forth herein; provided further that the Indemnitor shall not be required entitled to give.control the defense of any claim if in the reasonable opinion of counsel for the Indemnitee there are one or more defenses available to the Indemnitee which are not available to the Indemnitor. To the extent that the undertaking to indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Indemnitor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitee for any Indemnitor. VERSION WITH CONFIDENTIAL TERMS EXCLUDED

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right Each person entitled to indemnification under this Article XI, Licensee Section 7.8.3 or Bayer, as 7.8.4 (an "Indemnified Person") shall give notice to the case may be, shall promptly notify the other Party party required to provide indemnification (the “Indemnitor”"Indemnifying Person") thereof, in writing. The Indemnitor promptly after such Indemnified Person has actual knowledge of any claim as to which indemnity may be sought and shall have permit the sole right Indemnifying Person to control assume the defense of any such claim and settlement any litigation resulting therefrom, provided that counsel for the Indemnifying Person who conducts the defense of such Claim including claim or any litigation resulting therefrom shall be approved by the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer IndemniteeIndemnified Person (whose approval shall not unreasonably be withheld), and the Licensee or BayerIndemnified Person may participate in such defense at such party's expense (unless the Indemnified Person has reasonably concluded that there may be a conflict of interest between the Indemnifying Person and the Indemnified Person in such action, as in which case the case may be, fees and expenses of counsel for the Indemnified Person shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitorthe Indemnifying Person), and refrain from engaging provided further that the failure of any Indemnified Person to give notice as provided herein shall not relieve the Indemnifying Person of its obligations under this Section 7.8 except to the extent the Indemnifying Person is materially prejudiced thereby. No Indemnifying Person, in the defense of any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense such claim or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicablelitigation, shall not, (except at its own cost, voluntarily make with the consent of each Indemnified Person) consent to entry of any payment judgment or incur enter into any expense with settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such a Claim, without claim or litigation. Each Indemnified Person shall furnish such information regarding itself or the prior written consent claim in question as an Indemnifying Person may reasonably request in writing and as shall be reasonably required in connection with the defense of the Indemnitor, which the Indemnitor shall not be required to givesuch claim and litigation resulting therefrom.

Indemnification Procedure. In A claim to which indemnification applies under Section 6.6 or Section 6.7 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI6, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 4.

Indemnification Procedure. In The obligation of each party as indemnitor under this Lease is conditioned upon indemnitor receiving from indemnitee prompt notice of the assertion or institution of a claim for indemnification or of the occurrence of an event that a Claim subject which indemnitee reasonably believes could lead to the assertion of such a claim (such claims and events being collectively referred to as a “Claim”). Upon written unqualified acknowledgment of its indemnification provisions set forth in Sections 11.1 or 11.2 is made and obligation with respect to a Licensee Indemnitee or Bayer IndemniteeClaim, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claimabsolute right, in its sole discretiondiscretion and expense, providedto elect to defend, howevercontest, that if settle or otherwise protect against any such settlement requires an admission Claim with legal counsel of fault its own selection. Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its choice and shall have the right, but not the obligation, to assert any and all cross-claims or liability counterclaims it may have. Indemnitee shall cooperate in all reasonable ways with, make its relevant files and records available for inspection and coping by, and make its employees available or imposes otherwise render reasonable assistance to, indemnitor in defense of any obligation onaction being indemnified under this Lease. If indemnitee, a Licensee Indemnitee or Bayer Indemnitee, as without the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemniteeindemnitor, and the Licensee or Bayermakes any settlement with respect to any Claim, as the case may be, indemnitor shall not be required before the Indemnitor may execute and deliver bound to such a settlement. The Licensee Indemnitee If indemnitor fails timely to defend, contest or Bayer Indemniteeotherwise protect against the same and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof from indemnitor including, without limitation, legal expenses, disbursements and all amounts paid as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation a result of such Claim (at the expense of Indemnitor)suit, and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933action, AS AMENDED. would adversely affect Indemnitor’s defense investigation, claim, proceeding, cross-claim or counterclaim or compromise or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In A Party (the event that a Claim subject “Indemnitee”) which intends to the claim indemnification provisions set forth in Sections 11.1 under Section 10.1 or 11.2 is made and a Licensee Indemnitee or Bayer IndemniteeSection 10.2, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly (i.e., within twenty (20) calendar days of receipt) notify the other Party (the “Indemnitor”) thereofin writing of any Claim in respect of which the Indemnitee or any of its directors, in writingofficers, employees or agents intend to claim such indemnification, provided that the failure to provide timely notice to the Indemnitor shall release the Indemnitor from any liability to the Indemnitee but only to the extent the Indemnitor is prejudiced thereby. The Indemnitee shall permit and shall cause its employees and agents to permit the Indemnitor shall have the sole right to control assume the defense and settlement of any such Claim including with qualified counsel at the Indemnitor’s ​ ​ Portions of this exhibit have been redacted pursuant to Item 601(b)(2) of Regulation S-K as (i) not material and (ii) likely to cause competitive harm if publicly disclosed. Omissions are designated as “****”. The Company hereby undertakes to furnish unredacted copies of this exhibit upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for such unredacted copies of this exhibit. sole right to settle such a Claim, in its sole discretioncost and expense, provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee in its reasonable discretion for the same counsel to represent both the Indemnitee and the Indemnitor, the Indemnitee shall be able to obtain its own counsel at the expense of the Indemnitor. The Indemnitee may participate in such defense through counsel of its own selection at the Indemnitee’s sole cost and expense. Neither Party shall settle or consent to entry of judgment of any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or Claim without the other Party, then the ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnitee shall be deemed to have granted such consent if either: (a) such settlement does not adversely affect the Indemnitee and does not impose any obligation or liability on the Indemnitee which cannot be assumed and performed in full by the Indemnitor; or (b) such settlement involves only the payment of money by the Licensee Indemnitee Indemnitor or Bayer its insurer. The Indemnitor shall not be responsible for any attorneys’ fees or other costs incurred other than as provided in this Agreement. The Indemnitee, its employees and the Licensee or Bayer, as the case may be, its agents shall be required before the Indemnitor may execute provide reasonable and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with good faith assistance (including but not limited to documents and testimony) to the Indemnitor and its legal representatives representatives, at the Indemnitor’s expense, in the investigation and defense of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givecovered by this indemnification.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer IndemniteeEach Party, as applicable, intends to invoke its right to if seeking indemnification under this Article XI, Licensee or Bayer, as 13 (Indemnities; Liability; Insurance) (the case may be“Indemnitee”), shall promptly notify give prompt written notice of the claim to the other Party (the “Indemnitor”) thereof); provided, however, that any failure or delay in writingproviding such notice will not relieve the Indemnitor of its indemnification obligation, except to the extent it is actually prejudiced by such failure or delay. Each Party shall furnish promptly to the other Party, copies of all papers and official documents received in respect of any Losses and Claims. The Indemnitee shall cooperate as requested by the Indemnitor in the defense against any Losses and Claims. The Indemnitor shall have the sole right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the indemnification claim as described in this Section 13.3 (Indemnification Procedure), the case Indemnitee may bedefend the indemnification claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the indemnification claim without Portions of this Exhibit, or indicated by the other Partyxxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, then as amended. the prior written consent of the Licensee Indemnitee or Bayer IndemniteeIndemnitor, and the Licensee Indemnitor shall not settle or Bayer, as compromise the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging indemnification claim in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manner which would adversely affect Indemnitorhave an adverse effect on the Indemnitee’s defense interests (including any rights under this Agreement or settlement thereof. The Licensee Indemnitee the scope or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make enforceability of any payment Patent Rights or incur any expense with respect Confidential Information or other rights licensed to such a ClaimPartner by Epirus hereunder), without the prior written consent of the IndemnitorIndemnitee, which consent, in each case (by Indemnitor or Indemnitee), shall not be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 12 (Confidentiality). The Indemnitor shall not be required to giveliable for any settlement or other disposition of Losses and Claims by the Indemnitee which is reached without the written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections 11.1 applies under Section 9.3, 9.4 or 11.2 is made and a Licensee 9.5 will be referred to herein as an “Indemnification Claim”. If any KKC Indemnitee or Bayer Aevi Indemnitee (either, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI9, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 9.6, the Indemnitee or Bayer Indemniteemay defend the Indemnification Claim, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementbut will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the either Party’s intellectual property, or Confidential Information or patent or other rights licensed to Aevi by KKC hereunder), without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld, conditioned or delayed. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be considered Confidential Information and subject to Article 5.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer IndemniteeEach Party, as applicable, intends to invoke its right to if seeking indemnification under this Article XI, Licensee or Bayer, as 12 (the case may be“Indemnitee”), shall promptly notify give prompt written notice of the claim to the other Party (the “Indemnitor”) thereof); provided, however, that any failure or delay in writingproviding such notice will not relieve the Indemnitor of its indemnification obligation, except to the extent it is actually prejudiced by such failure or delay. Each Party shall furnish promptly to the other Party, copies of all papers and official documents received in respect of any Losses and Claims. The Indemnitee shall cooperate as requested by the Indemnitor in the defense against any Losses and Claims. The Indemnitor shall have the sole right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential conflict of interest between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee indemnification claim as described in this Section 12.3, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, indemnification claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, indemnification claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of any Patent Rights or Confidential Information or other rights licensed to Licensee by Licensor hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by Indemnitor or Indemnitee), shall not be required unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11. The Indemnitor shall not be liable for any settlement or other disposition of Losses and Portions of this Exhibit, indicated by the xxxx “[***]”, were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 11.6(a) or Section 11.6(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 11.6, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Section 10.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee LONZA Indemnitee or Bayer a IMMUCELL Indemnitee (the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIClause 8, Licensee or Bayer, as the case may be, it shall promptly notify the other Party party (the “Indemnitor”) thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual ImmuCell Corporation or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer other party reasonably represented by such counsel in such proceeding. The Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, its employees and the Licensee or Bayer, as the case may beagents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereofliability covered by this Clause 8. The Licensee Indemnitee obligations of this Clause 8.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Clause 8. It is understood that only LONZA or IMMUCELL may claim indemnity under this Clause 8 (on its own behalf or on behalf of its Indemnitees), and other indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 12.2 (the case may be, shall "Indemnitee") shall: (i) promptly notify the other Party indemnifying party (the “"Indemnitor”") thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor's request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 12.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 12.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor and its legal representatives in the investigation terms of such Claim (at the expense of Indemnitorthis Section 12.2(c), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In Either Party intending to seek indemnification from the event that a Claim subject to the indemnification provisions set forth in other Party under Sections 11.1 6.7 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer6.8 above, as the case may be, shall promptly notify shall: (a) give the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement prompt notice of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission claim or lawsuit; (b) indicate the estimated amount of fault damages claimed in such claim or liability by, or imposes any obligation on, lawsuit (if reasonably practicable); (c) provide a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent copy of the Licensee Indemnitee claim or Bayer Indemniteelawsuit served upon it, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall (d) fully cooperate with the Indemnitor other Party and its legal representatives in the investigation and defense of any matter which is the subject of indemnification. A Party against whom indemnification is claimed is referred to as an “Indemnitor” and a Party claiming indemnification is referred to as an “Indemnitee”. Any Indemnitee shall have the right to employ separate counsel in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such Claim counsel shall not be entitled to indemnity hereunder unless (at i) the expense of Indemnitor)Indemnitor shall have failed, and refrain from engaging in any actions that within a reasonable time after having been notified by the [*** *] INDICATES MATERIAL THAT WAS HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL WAS HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDEDAMENDED Indemnitee of the existence of such Third Party Claim as provided in this Section 6.9, to assume and continue to conduct the defense of such Third Party Claim, (ii) the employment of such counsel has been specifically authorized by the Indemnitor, or (iii) the representation of the Indemnitee by counsel provided by the Indemnitor would be inappropriate due to actual or potential conflicting interests between them, including situations in which there are one or more material legal defenses available to the Indemnitee that are not available to Indemnitor. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer No Indemnitor shall, without the written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (a) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (b) does not include a statement as applicableto, shall notor an admission of, except at its own costfault, voluntarily make culpability or a failure to act, by or on behalf of the Indemnitee. In no event will an Indemnitee consent to the entry of any payment judgment or incur enter into any expense settlement with respect to such a Claim, any Third Party Claim without the prior written consent of the IndemnitorIndemnitor which consent shall not be unreasonably withheld. Notwithstanding the foregoing, which the failure to give timely notice to the Indemnitor shall not be required release the Indemnitor from any liability to givethe Indemnitee to the extent the Indemnitee is not materially prejudiced thereby.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patent Rights or BMS Know-How) and shall not admit liability or wrongdoing on the part of either Party or its Affiliates, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In ● The Indemnitee shall notify the event that a Claim subject to the indemnification provisions set forth company if any claim is brought against him in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification respect which indemnity may be sought under this Article XI, Licensee or Bayer, as the case may be, Agreement. ● The Indemnitee shall promptly notify the other Party (the “Indemnitor”) Company of any legal proceedings initiated and of all possible or threatened legal proceedings without delay following first becoming aware thereof, and the Indemnitee shall deliver to the Company, or to such person as it shall advise, without delay all documents received in writingconnection with these proceedings. Similarly, the Indemnitee must advise the Company on an ongoing and current basis concerning all events which the Indemnitee suspects may give rise to the initiation of legal proceedings against the Indemnitee. Notice to the Company shall be directed to the Chief Executive Officer with a copy to the General Counsel and the Chief Financial Officer of the Company as per Section 2.14 hereof, or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Board and the other addressees. ● The Indemnitor Company will be entitled to participate therein at its own expense or to assume the defense thereof and to employ counsel reasonably satisfactory to Indemnitee. Indemnitee shall have the sole right to control employ its own counsel in connection with any such Claim and to participate in the defense thereof, but the fees and settlement expenses of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, counsel shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of IndemnitorIndemnitee unless: (i) the Company shall not have assumed the defense of the Claim, or (ii) the named parties to any such action (including any impleaded parties) include both Indemnitee and the Company, and Indemnitee shall have reasonably concluded that joint representation is inappropriate under applicable standards of professional conduct due to a conflict of interest between Indemnitee and the Company, in either of which events reasonable fees and expenses of such counsel to Indemnitee shall be borne by the Company. However, in no event will the Company be obligated to pay the fees or expenses of more than one firm of attorneys representing Indemnitee in connection with any one Claim or separate but substantially similar or related Claims in the same jurisdiction arising out of the same general allegations or circumstances. For the avoidance of doubt, in the case of criminal proceedings the Company and/or the attorneys as aforesaid will not have the right to plead guilty in Indemnitee’s name or to agree to a plea-bargain in his name without his prior written consent. Furthermore, in a civil proceeding (whether before a court or as a part of a compromise arrangement), and refrain from engaging in the Company and/or its attorneys will not have the right to admit to any actions occurrences that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect are not indemnifiable pursuant to such a Claimthis Agreement and/or pursuant to law, without the Indemnitee’s prior written consent consent. However, the aforesaid will not prevent the Company and/or its attorneys as aforesaid, with the approval of the IndemnitorCompany, which to come to a financial arrangement with a plaintiff in a civil proceeding without Indemnitee’s consent so long as such arrangement will not be an admittance of an occurrence not fully indemnifiable pursuant to this Agreement and/or pursuant to law and further provided that any such settlement or arrangement does not impose on Indemnitee any liability or limitation. ● The Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the Indemnitor Company's written consent. Indemnitee shall give the Company such information and cooperation as may be required. ● The Indemnitee will fully cooperate with the Company and/or any attorney as aforesaid in every reasonable way as may be required within the context of their conduct of such legal proceedings, including but not limited to the execution of power(s) of attorney and other documents, provided that the Company shall cover all costs incidental thereto such that the Indemnitee will not be required to givepay the same or to finance the same himself. ● Upon Indemnitee's written request to the Company to indemnify him in accordance with the provisions of this Agreement, the Company will take all necessary action in accordance with the law to indemnify the Indemnitee and will act to receive all required approvals for such indemnification, if so required. If such required shall not be obtained by the Company, them such payment of unapproved indemnification will be subject to the approval of the requisite court of law, and the Company will take necessary action to obtain such court's approval.

Indemnification Procedure. In the event that As a Claim subject condition to the indemnification provisions set forth in Sections 11.1 under this Agreement, an indemnified entity (UNIVERSITY or 11.2 is made and a Licensee Indemnitee or Bayer CARDIFF Indemnitee, Licensee or a Sublicensee as applicable, applicable — each being an “Indemnified Entity”) that intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as the case may be, 8 shall promptly notify the other Party Licensee and Sublicensees or UNIVERSITY or CARDIFF, as applicable (such indemnifying entity, the “Indemnitor”) thereofof any liability or action in respect of which the Indemnified Entity intends to claim such indemnification, in writing. The and the Indemnitor shall have the sole right to control participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume the defense and settlement of such Claim including thereof with counsel selected by the sole right to settle such a Claim, in its sole discretion, Indemnitor; provided, however, that an Indemnified Entity shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnified Entity. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as is effected without the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer IndemniteeIndemnitor, which consent shall not be unreasonably withheld. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, to the extent such failure substantially impairs Indemnitor’s ability to defend such action, shall relieve such Indemnitor of any such liability to the Indemnified Entity with regard to such action under this Article 8. The Indemnified Entity, its employees, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicableagents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor)any action, and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933claim, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveliability covered by this indemnification.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 9.5(a) or Section 9.5(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 9.5, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense writing promptly upon becoming aware of any claim that may be a Claim (it being understood and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, providedagreed, however, that if any the failure by an Indemnitee to give such settlement requires notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided however that an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the case Indemnitee may be, defend such Claim but will have no obligation to do so. The Indemnitee will not settle or the other Party, then compromise any Claim without the prior written consent of the Licensee Indemnitee or Bayer IndemniteeIndemnitor, and the Licensee Indemnitor will not settle or Bayercompromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, as without the case may beprior written consent of the Indemnitee, shall which consent, in each case, will not be required before the Indemnitor may execute and deliver such a settlementunreasonably withheld. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that will [*** *] INDICATES MATERIAL THAT WAS HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL WAS HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. would adversely affect reasonably cooperate with the Indemnitor at the Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer expense and will make available to the Indemnitor all pertinent information under the control of the Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect which information will be subject to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveSection 8.

Indemnification Procedure. (a) In the event that any claim shall be asserted by any party which, if sustained, would result in a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and right of a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right party to indemnification under this Article XIhereunder (a "Loss") the person entitled to indemnification hereunder (the "Indemnitee"), Licensee or Bayer, as the case may bewithin a reasonable time after learning of such claim, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right person obligated to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense provide indemnification hereunder with respect to such claims (the "Indemnitor") and shall extend to the Indemnitor a Claimreasonable opportunity to defend against such claim, at the Indemnitor's sole expense and through legal counsel reasonably acceptable to the Indemnitee, provided that the Indemnitor proceeds in good faith, expeditiously and diligently. No determination shall be made pursuant to subsection (b) below while such defense is being made until the earlier of (i) the resolution of said claim by the Indemnitor with the claimant or (ii) the termination of the defense by the Indemnitor against such claim or the failure of the Indemnitor to prosecute such defense in good faith and in an expeditious and diligent manner. The Indemnitee shall be entitled to rely upon the reasonable opinion of its counsel as to the occurrence of either of said events. The Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by the Indemnitor with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Loss may be made by the Indemnitor without the prior written consent of the Indemnitor, which Indemnitee unless (i) prior to such settlement or compromise the Indemnitor shall not be required acknowledges in writing its obligation to givepay in full the amount of the settlement or compromise and all associated expenses and (ii) the Indemnitee is furnished with security reasonably satisfactory to the Indemnitee that the Indemnitor will in fact pay such amount and expenses.

Indemnification Procedure. In the event that Any party making a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim for indemnification under this Article XI, Licensee or Bayer, as the case may be, Section 10.3 (an “Indemnitee”) shall promptly notify the other Party indemnifying party (the an “Indemnitor”) of the claim in writing promptly, but in no event more than 10 business days, after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof, in writing. The ; provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder except (i) to the extent that (and only to the extent that) such failure shall have caused the sole right damages for which the Indemnitor is obligated to control be greater than such damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder or (ii) the Indemnitor is otherwise prejudiced by such failure in which case only to the extent of such prejudice. With respect to any third-party claim, any Indemnitor shall be entitled to participate in the defense and settlement of such Claim including the sole right action, lawsuit, proceeding, investigation or other claim giving rise to settle an Indemnitee’s claim for indemnification at such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer IndemniteeIndemnitor’s expense, and at its option (subject to the Licensee or Bayer, as the case may be, limitations set forth below) shall be required before entitled to appoint regionally- recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided further that, prior to the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation assuming control of such Claim defense, it shall first (at i) verify to the expense Indemnitee in writing that such Indemnitor shall be fully responsible (with no reservation of Indemnitor), any rights) for all liabilities and refrain from engaging in any actions obligations relating to such claim for indemnification and that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense it shall provide full indemnification (whether or settlement thereof. The Licensee not otherwise required hereunder) to the Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claimaction, without lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder and (ii) enter into an agreement with the prior written consent Indemnitee in form and substance reasonably satisfactory to the Indemnitee (including with respect to Indemnitor’s creditworthiness) which agreement unconditionally guarantees the payment and performance of the Indemnitorany liability or obligation which may arise with respect to such action, which the Indemnitor shall not be required lawsuit, proceeding, investigation or facts giving rise to give.such claim for indemnification hereunder; and provided further that:

Indemnification Procedure. In Promptly after receipt by an Indemnified Person of notice of the event commencement of any claim, challenge, litigation, investigation or proceeding (an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, notify the Indemnifying Parties in writing of the commencement thereof; provided that a Claim subject (i) the omission to so notify the Indemnifying Parties will not relieve the Indemnifying Parties from any liability that it may have hereunder except to the indemnification provisions set forth in Sections 11.1 or 11.2 is made extent it has been materially prejudiced by such omission and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends (ii) the omission to invoke its right so notify the Indemnifying Parties will not relieve the Indemnifying Parties from any liability that it may have to indemnification under such Indemnified Person otherwise than on account of this Article XI, Licensee or Bayer, as VIII. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the case may be, shall promptly notify Indemnifying Parties of the other Party (the “Indemnitor”) commencement thereof, in writing. The Indemnitor the Indemnifying Parties will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Parties and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Parties, such Indemnified Person shall have the sole right to control select separate counsel to assert such legal defenses and to otherwise participate in the defense and settlement of such Claim including Indemnified Claims. Upon receipt of notice from the sole right Indemnifying Parties to settle such a ClaimIndemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Parties shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in its sole discretion, providedconnection with the defense thereof (other than reasonable costs of investigation) unless (A) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor Indemnifying Parties shall not be required liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to givesuch Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required) and that all such expenses shall be reimbursed as they occur), (B) the Indemnifying Parties shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Indemnified Claims, (C) the Indemnifying Parties shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not cured within fifteen (15) Business Days of receipt of such notice, or (D) the Indemnifying Parties shall have authorized in writing the employment of counsel for such Indemnified Person.

Indemnification Procedure. In To be eligible to be so Indemnified as described in Section 13.1 or Section 13.2 above, each of the event that GENE Indemnitees or Amgen Indemnitees, as the case may be (the "Indemnitee(s)"), seeking to be Indemnified, shall provide the Party required to Indemnify the Indemnitee(s) (the "Indemnifying Party") with prompt notice of any claim (with a Claim subject description of the claim and the nature and amount of any such Loss) giving rise to the indemnification provisions set forth in Sections 11.1 obligation pursuant to Section 13.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or BayerSection 13.2, as the case may be, and the exclusive ability to defend such claim but for the differing interests exception set forth below (with the reasonable cooperation of Indemnitee(s)); provided however, that the failure to provide notice shall promptly notify not relieve the other Indemnifying Party (of its obligations except to the “Indemnitor”extent any failure by the Indemnitee(s) thereof, in writingto deliver prompt notice shall have been prejudicial to its ability to defend such action. The Indemnitor Each Indemnitee(s) shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claimretain its own counsel, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own costexpense, voluntarily make if representation of the counsel of the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee(s) and the Indemnifying Party. Neither the Indemnitee(s) nor the Indemnifying Party shall settle or consent to the entry of any payment or incur any expense judgment with respect to such a Claimany claim for Losses for which indemnification is sought, without the prior written consent of the Indemnitorother Party (not to be unreasonably withheld); provided however, which the Indemnitor Indemnifying Party shall have the right to settle or compromise any claim for Losses without such prior written consent if the settlement or compromise provides for an unconditional release of the Indemnitee(s). The Indemnifying Party's obligation to Indemnify the Indemnitee(s) pursuant to this Section 13.3 shall not be required apply to givethe extent of any Losses (i) that arise from the negligence or intentional misconduct of any Indemnitee (including but not limited to, in the case of GENE Indemnitees, those Losses arising from Research Plan activities and the Co-Detailing of Product(s) by GENE, or, in the case of Amgen Indemnitees, those Losses arising from Research Plan activities and the Development or Commercialization of Product(s) by Amgen); or (ii) that, in the case of GENE Indemnitees, arise from the breach by GENE or, in the case of Amgen Indemnitees, arise from the breach by Amgen, of any representation, warranty, covenant or obligation under this Agreement; or (iii) that arise from the failure of the Indemnitee(s) to take reasonable action to mitigate any Losses.

Indemnification Procedure. In The Indemnitee shall notify the event that a Claim subject to the indemnification provisions set forth company in Sections 11.1 or 11.2 writing if any claim is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification brought against him in respect which indemnity may be sought under this Article XI, Licensee or Bayer, as the case may be, Agreement. · The Indemnitee shall promptly notify the other Party (the “Indemnitor”) Company of any legal proceedings initiated and of all possible or threatened legal proceedings without delay following first becoming aware thereof, and the Indemnitee shall deliver to the Company, or to such person as it shall advise, without delay all documents received in writingconnection with these proceedings. Similarly, the Indemnitee must advise the Company on an ongoing and current basis concerning all events which the Indemnitee suspects may give rise to the initiation of legal proceedings against the Indemnitee. Notice to the Company shall be directed to the Chief Executive Officer with a copy to the General Counsel and the Chief Financial Officer of the Company as per Section 1.14 hereof, or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Board and the other addressees. · The Indemnitor Company will be entitled to participate therein at its own expense or to assume the defense thereof and to employ counsel reasonably satisfactory to Indemnitee. Indemnitee shall have the sole right to control employ its own counsel in connection with any such Claim and to participate in the defense thereof, but the fees and settlement expenses of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, counsel shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of IndemnitorIndemnitee unless: (i) the Company shall not have assumed the defense of the Claim, or (ii) the named parties to any such action (including any impleaded parties) include both Indemnitee and the Company, and Indemnitee shall have reasonably concluded that joint representation is inappropriate under applicable standards of professional conduct due to a conflict of interest between Indemnitee and the Company, in either of which events reasonable fees and expenses of such counsel to Indemnitee shall be borne by the Company. However, in no event will the Company be obligated to pay the fees or expenses of more than one firm of attorneys representing Indemnitee in connection with any one Claim or separate but substantially similar or related Claims in the same jurisdiction arising out of the same general allegations or circumstances. For the avoidance of doubt, in the case of criminal proceedings the Company and/or the attorneys as aforesaid will not have the right to plead guilty in Indemnitee’s name or to agree to a plea-bargain in his name without his prior written consent. Furthermore, in a civil proceeding (whether before a court or as a part of a compromise arrangement), and refrain from engaging in the Company and/or its attorneys will not have the right to admit to any actions occurrences that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect are not indemnifiable pursuant to such a Claimthis Agreement and/or pursuant to law, without the Indemnitee’s prior written consent consent. However, the aforesaid will not prevent the Company and/or its attorneys as aforesaid, with the approval of the IndemnitorCompany, which to come to a financial arrangement with a plaintiff in a civil proceeding without Indemnitee’s consent so long as such arrangement will not be an admittance of an occurrence not fully indemnifiable pursuant to this Agreement and/or pursuant to law and further provided that any such settlement or arrangement does not impose on Indemnitee any liability or limitation. · The Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the Indemnitor Company's written consent. Indemnitee shall give the Company such information and cooperation as may be required. · The Indemnitee will fully cooperate with the Company and/or any attorney as aforesaid in every reasonable way as may be required within the context of their conduct of such legal proceedings, including but not limited to the execution of power(s) of attorney and other documents, provided that the Company shall cover all costs incidental thereto such that the Indemnitee will not be required to givepay the same or to finance the same himself. · Upon Indemnitee's written request to the Company to indemnify him in accordance with the provisions of this Agreement, the Company will take all necessary action in accordance with the law to indemnify the Indemnitee and will act to receive all required approvals for such indemnification, if so required. If such required shall not be obtained by the Company, them such payment of unapproved indemnification will be subject to the approval of the requisite court of law, and the Company will take necessary action to obtain such court's approval.

Indemnification Procedure. In Should any claim be made by a person not a party to this Agreement with respect to any matter to which either of the event that a Claim subject to foregoing indemnities relates, the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer indemnified party (the "Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, ") shall promptly notify the other Party indemnifying party (the “"Indemnitor”") thereof, in writing. The Indemnitee, on not less than thirty (30) days' written notice to the Indemnitor shall have containing the sole right to control terms of the defense and proposed settlement, may make settlement of such Claim including claim and such settlement shall be binding on both parties hereto for the sole right to settle such a Claim, in its sole discretion, purposes of this Section; provided, however, that if within such thirty (30) day period the Indemnitor shall admit its liability for indemnity and shall have requested the Indemnitee to contest any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (claim at the expense of the Indemnitor), the Indemnitee shall promptly comply, and refrain from engaging in the Indemnitor shall have the right to direct the defense of such claim or any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except litigation based thereon at its own cost, voluntarily make expense through counsel of its own choosing. The Indemnitee shall also have the right to participate in the settlement of any such claim or in any such litigation so long as its participation is at its own expense and with the understanding that the Indemnitor may settle in its own discretion (subject to the final sentence of this paragraph). Any payment or incur any settlement made by the Indemnitor in such contest, together with the total expense with respect thereof, shall be binding on the Indemnitor, and if accompanied by a full and unconditional release of all liability, the Indemnitee, for the purposes only of this Section. Notwithstanding anything herein to such a Claimthe contrary, an Indemnitor shall not, without the prior written consent of the Indemnitorindemnified party, settle any claim in any manner, which adversely affects the Indemnitor shall not be required to giveIndemnitee.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 49 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§200.80(B)(4) and 230.406 Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Licensed Patents Rights, Licensed Products or Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to A party seeking indemnification under this Article XI, Licensee or Bayer, as Section 11.3 (the case may be, shall "Indemnitee") shall: promptly notify the other Party indemnifying party (the “"Indemnitor”") thereofin writing of any claim in respect of which the Indemnitee claims such indemnification hereunder, in writingprovided however, that the failure to given such notice shall not relieve the Indemnitor if its obligations hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. The Further the Indeminitee shall provide the Indemnitor shall have the sole right to control of the defense and and/or settlement of such Claim including thereof with counsel reasonably satisfactory to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such settlement requires an admission of fault or liability bysuit, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own costexpense, voluntarily make any payment or incur any expense with respect unless the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such a Claimextent as to require, without consistent with applicable standards of professional responsibility, the prior written consent retention of separate counsel for the IndemnitorIndemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee. In the event the Indemnitor and/or its retained counsel fail to promptly provide such defense, or, having commenced such defense, fail to diligently proceed with such defense, the Indemnitee shall have the right to assume the defense of any such matter through legal counsel of its own choosing and the Indemnitor shall be liable for the attorneys' fees and litigation expenses. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be required to giveunreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 11.3. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections 11.1 applies under Section 9.3, 9.4 or 11.2 is made and a Licensee 9.5 will be referred to herein as an “Indemnification Claim”. If any KHK Indemnitee or Bayer Medgenics Indemnitee (either, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI9, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 9.6, the Indemnitee or Bayer Indemniteemay defend the Indemnification Claim, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementbut will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the either Party’s intellectual property, or Confidential Information or patent or other rights licensed to Medgenics by KHK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld, conditioned or delayed. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be considered Confidential Information and subject to Article 5.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections applies under Section 11.1 or Section 11.2 is made and a Licensee Indemnitee shall be referred to herein as an “Indemnification Claim”. If any Person or Bayer Persons (collectively, the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI11, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 11.3, above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Orexigen Intellectual Property, or Confidential Information or Patent or other rights licensed to Orexigen by Takeda hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, conditioned, or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 11 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this Article 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 11. The Indemnitee under this Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only InterMune may claim indemnity under this Article 11 (on its own behalf or on behalf of a InterMune Indemnitee), and other InterMune Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 11 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder. If the Parties cannot agree as to the application of Sections 11.1 and 11.2 to any particular Claim, then each Party may conduct its own defense against same, and each reserves the right to claim indemnity hereunder from the other Party upon resolution of the underlying Claim.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections applies under Section 11.1 or Section 11.2 is made and a Licensee Indemnitee shall be referred to herein as an “Indemnification Claim.” If any Person or Bayer Person (collectively, the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI11, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the [***] Certain information in writingthis document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. - 44 – Execution Version failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 11.3 above, the Indemnitee or Bayer Indemniteemay defend the Indemnification Claim, and the Licensee or Bayer, as the case may be, but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to give.the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10. 11.4

Indemnification Procedure. In a. The Indemnitee will give the event that Company written notice of any claim for indemnification under this Agreement. The omission to so notify the Company will not affect the Indemnitee's rights hereunder. Payment requests will include a Claim subject to the indemnification provisions set schedule setting forth in Sections 11.1 reasonable detail the amount requested and will be accompanied (or, if necessary, followed) by copies of the relevant invoices or 11.2 is made and a Licensee other documentation. The Company will pay Indemnified Amounts directly without requiring the Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right make any prior payment. b. The Indemnitee will be presumed to be entitled to indemnification under this Article XIAgreement and will receive such indemnification, Licensee subject to Section 4 above, irrespective of whether the Covered Matter involves allegations of gross negligence or Bayerintentional misconduct, as alleged violations of Section 10(b) of the case may beSecurities Exchange Act of 1934 (including Rule 10b-5 thereunder), alleged breach of the Indemnitee's fiduciary duties (including duties of loyalty or care) or any other claim. c. Determination of Indemnitee's entitlement to indemnification shall be made not later than thirty (30) days after the Company's receipt of his or her written request for such indemnification, provided that any request for indemnification for Indemnified Amounts, other than amounts paid in settlement, shall promptly notify have been made after a determination thereof in a Covered Matter. If the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor person or persons so empowered to make a determination pursuant to Section 4 hereof shall have failed to make the sole right to control the defense and settlement requested determination within ninety (90) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of such Claim including the sole right to settle such a Claim, in plea of nolo contendere or its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability byequivalent, or imposes other disposition or partial disposition of any obligation onCovered Matter or any other event which could enable the Company to determine Indemnitee's entitlement to indemnification, a Licensee the requisite determination that Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, is entitled to indemnification shall be required before the Indemnitor may execute and deliver such a settlementdeemed to have been made. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give6.

Indemnification Procedure. In the event that If a Claim subject to the Party is seeking indemnification provisions set forth in Sections 11.1 under Section 10.1 or 11.2 is made and a Licensee Indemnitee or Bayer IndemniteeSection 10.2, as applicableapplicable (the “Indemnitee”), intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, it shall promptly notify inform the other Party (the “Indemnitor”) thereofof the claim giving rise to the obligation to indemnify pursuant to Section 10.1 or Section 10.2, in writingas applicable, as soon as reasonably practicable after receiving notice of the claim (provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification under Section 10.1 or Section 10.2, as applicable, except to the extent that such delay or failure materially prejudices the Indemnitor’s ability to defend against the relevant claims). The Indemnitor shall have the sole right to control assume the defense of any such claim for which the Indemnitee is seeking indemnification pursuant to Section 10.1 or Section 10.2, as applicable. The Indemnitee shall cooperate with the Indemnitor and settlement of such Claim including the sole Indemnitor’s insurer as the Indemnitor may reasonably request, and at the Indemnitor’s cost and expense. The Indemnitee shall have the right to settle such a Claimparticipate, at its own expense and with counsel of its choice, in its sole discretion, provided, however, the defense of any claim or suit that if has been assumed by the Indemnitor. The Indemnitor shall not settle any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then claim without the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and not to be unreasonably withheld, conditioned or delayed; provided, however, that the Licensee or Bayer, as the case may be, Indemnitor shall not be required before to obtain such consent if the Indemnitor may execute settlement (a) involves only the payment of money and deliver such a settlement. The Licensee will not result in the Indemnitee (or Bayer Indemniteeother Editas Indemnitees or Juno Indemnitees, as applicable, shall cooperate with ) becoming subject to injunctive or other similar type of relief; (b) does not require an admission by the Indemnitor and its legal representatives in the investigation of such Claim Indemnitee (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee other Editas Indemnitees or Bayer IndemniteeJuno Indemnitees, as applicable); and (c) if Editas is the Indemnitor, does not adversely affect the rights or licenses granted to Juno (or its Affiliate) under this Agreement or under the License Agreement. The Indemnitee shall not, except at its own cost, voluntarily make not settle or compromise any payment or incur any expense with respect to such a Claim, claim without the prior written consent of the Indemnitor, which it may provide in its sole discretion. If the Parties cannot agree as to the application of Section 10.1 or Section 10.2, as applicable, to any claim, pending resolution of the dispute pursuant to Section 13.2, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 10.1 or Section 10.2, as applicable, upon resolution of the underlying claim. In each case, the Indemnitee shall reasonably cooperate with the Indemnitor, and shall make available to the Indemnitor all pertinent information under the Control of the Indemnitee, which information shall not be required subject to giveARTICLE 8.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an "Indemnification Claim". If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer "Indemnitee, as applicable, ") intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “"Indemnitor”") thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee's interests (including without limitation any rights under this Agreement or the scope or enforceability of the EPIX Patents Rights or EPIX Know-How, or Confidential Information or patent or other rights licensed to EPIX by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor's expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.