Common use of Procedure Clause in Contracts

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that UABRF promptly shall notify Fluidigm of any claim, demand, action or other proceeding for which UABRF intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Fluidigm shall have the right to participate in, and, and to the extent the Indemnitor Fluidigm so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Fluidigm; provided, including however, that UABRF shall have the right to settle retain its own counsel, with the fees and expenses to be paid by UABRF, if representation of UABRF by the counsel retained by Fluidigm would be inappropriate due to actual or potential differing interests between UABRF and any other party represented by such counsel in such proceedings. The indemnity obligations under this Section 9 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Fluidigm, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Fluidigm within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to UABRF under this Section 9 with respect thereto, but the Indemnitee solely omission so to deliver notice to Fluidigm shall not relieve it of any liability that it may have to UABRF other than under this Section 9. Fluidigm may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of UABRF without the Indemnitor is materially prejudiced by the delayprior express written consent of UABRF, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request UABRF, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Fluidigm and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim9.

Procedure. A party (the “Indemnitee”) that intends Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to claim indemnification which indemnity may reasonably be expected to be sought under this Section 9 Agreement, such Indemnified Person shall promptly notify the other party (Company in writing; provided that failure by any Indemnified Person so to notify the “Indemnitor”) Company shall not relieve the Company from any obligation or liability which the Company may have on account of this Section 9 or otherwise to such Indemnified Person. The Company shall, if requested by the Placement Agent, assume the defense of any losssuch action (including the employment of counsel designated by the Placement Agent and reasonably satisfactory to the Company). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, claimbut the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ separate counsel designated by the Placement Agent for the benefit of the Placement Agent and the other Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated by the Placement Agent and engaged by the Company for the purpose of representing the Indemnified Person, damageto represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel. The Company shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition, liability the Company shall not, without the prior written consent of the Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which the Indemnitee intends advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person, acceptable to claim such indemnificationIndemnified Party, from all Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and the Indemnitor shall have the right (ii) does not include a statement as to participate inor an admission of fault, andculpability or a failure to act, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action by or on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretionIndemnified Person. The advancement, except that the Indemnitor shall notreimbursement, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part indemnification and contribution obligations of the Indemnitee Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or imposes any obligation on the Indemnitee other than a monetary obligationdefense, as every Liability and only to the extent the Indemnitor assumes directlyExpense is incurred and is due and payable, and in full, such obligation amounts as fully satisfy each and every Liability and Expense as it is able to fulfill such obligation. The failure to deliver written notice to incurred (and in no event later than 30 days following the Indemnitor within a reasonable time after the commencement date of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claiminvoice therefore).

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or 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 employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party If any Arvinas Indemnitee or Pfizer Indemnitee (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 9, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Losses and Claims for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee (and, for clarity, not to be included in Losses and Claims), 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. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 9, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 9 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 9. At the Indemnitor’s request The Indemnitee under this Article 9, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, Sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. At the Indemnitor’s request The Indemnitee under this Article, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 13 (the “Indemnitee”) shall promptly notify the other party indemnifying Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory reasonably acceptable to the partiesother Party and with involvement of the Indemnitor’s insurance, including including, the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill full such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit impair Indemnitor’s duty to defend such action but shall relieve Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is prejudiced materially prejudiced by the delay. At the Indemnitor’s request and expensecost, the Indemnitee shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.313.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (Indemnitee, or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) , in connection with such claim.

Procedure. A party If any Arvinas Indemnitee or Licensee Indemnitee (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 12, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Losses and Claims for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee. Any Indemnitee shall have the right to retain its own counsel, including with the fees and expenses to be paid by the Indemnitee (and, for clarity, not to be included in Losses and Claims); provided, however, if the Indemnitee shall have reasonably concluded, based upon a written opinion from outside legal counsel, that there is a conflict of interest between the Indemnitor and the Indemnitee in the defense of such action, then the Indemnitor shall pay the fees and expenses of one law firm serving as counsel for the Indemnitee and Indemnitor in relation to such Third Party Claim. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 12, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 12 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 12, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise under this Article 12. At the Indemnitor’s request The Indemnitee under this Article 12, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification indemnification. It is understood that only Genentech, Roche (if a Licensee) and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment Arvinas may claim indemnity under this Agreement (on its own behalf or on behalf of its obligations under this Section 9.3Indemnitees), the Indemnitor shall pay any damages, costs or and other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitees may not directly claim indemnity hereunder.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 12, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf 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 the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 12 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 12. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or other proceeding covered by this Article 12. The Indemnitor shall not, without the Indemnitee’s consent, which consent shall not be withheld or delayed unreasonably, consent to the entry of any judgment or accept any settlement with respect to such claim, demand, action or proceeding which imposes liability not covered by this indemnification and provide full information with respect thereto. Subject to or restrictions on the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that Regado promptly shall notify Archemix of any claim, demand, action or other proceeding for which Regado intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Archemix shall have the right to participate in, and, and to the extent the Indemnitor Regado so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Archemix; provided, including however, that Regado shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Regado. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Archemix, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Archemix within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Regado under this Section 12 with respect thereto, but the Indemnitee solely omission so to deliver notice to Archemix shall not relieve it of any liability that it may have to Regado other than under this Section 12. Archemix may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Regado without the Indemnitor is materially prejudiced by the delayprior express written consent of Regado, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Regado, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Archemix and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim12.

Procedure. A party (the “Indemnitee”) that Archemix promptly shall notify Regado of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Regado shall have the right to participate in, and, and to the extent the Indemnitor Archemix so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Regado; provided, including however, that Archemix shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Regado, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Regado within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 12 with respect thereto, but the Indemnitee solely omission so to deliver notice to Regado shall not relieve it of any liability that it may have to Archemix other than under this Section 12. Regado may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Archemix without the Indemnitor is materially prejudiced by the delayprior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Archemix, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Regado and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim12.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 13 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 13 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 13.

Procedure. A If a party or any of its Affiliates or their respective employees or agents (collectively, the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right 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. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 10, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. At the Indemnitor’s request The Indemnitee under this Article 10, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (In the “Indemnitee”) event that an Indemnitee intends to claim indemnification under this Section 9 8, such Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnificationIndemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, [*****************************************************], if representation of such Indemnitee by the action on behalf of the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 8 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without, the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Section 8, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 8. At the Indemnitor’s request The Indemnitee under this Section 8, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 12 (the “Indemnitee”) shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to the parties, including including, the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill full such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit impair Indemnitor’s duty to defend such action but shall relieve Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is prejudiced materially prejudiced by the delay. At the Indemnitor’s request and expensecost, the Indemnitee shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.312, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (Indemnitee, or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) , in connection with such claim.

Procedure. A party Party or any of its affiliates or their --------- employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Agreement shall promptly notify in writing the other party Party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor may assume the defense thereof with counsel selected by Indemnitor and reasonably satisfactory to the Indemnitee, provided, however, that an Indemnitee -------- ------- shall have the right to participate inretain its own counsel with fees and expenses to be paid by the Indemnitor, and, to if representation of such Indemnitee by the extent counsel retained by the Indemnitor so desireswould be inappropriate due to actual or potential differing interest between such Indemnitee and any other Party represented by such counsel in such proceeding. The indemnity agreement provided for in this Section 9 shall not apply to amounts paid in settlement of any loss, to assume sole Control claim, damage, liability or action if such settlement of the defense thereof with counsel mutually satisfactory to the partiesany loss, including the right to settle the claim, damage, liability or action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall notif such settlement is effected, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if materially prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Section 9, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 9. The Indemnitee under this Section 9, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If a Party intends to claim indemnification under Section 6.1(a) or Section 6.1(b), such Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossclaim for indemnification, claimand, damageexcept as otherwise expressly provided in this Agreement, liability or action in respect the Indemnitor shall have control of which the defense and/or settlement thereof using counsel reasonably acceptable to the Indemnitee. However, if the Indemnitee intends believes (based on the advice of outside counsel) that due to claim such indemnificationpotential conflicts of interest between the Indemnitee and the Indemnitor, representation of the Indemnitee by the Indemnitor’s counsel would be inappropriate (e.g., due to issues relating to the Field or scope of the rights licensed to the Indemnitor in this Agreement, and rights licensed to another entity), the Indemnitee may select separate counsel and the Indemnitor shall have be responsible for the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control costs of such representation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee. Under all other circumstances, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable may, in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle participate in any such proceeding with separate counsel of its choice, at its own expense. The foregoing indemnity obligation shall not apply to amounts paid by the Indemnitee in settlement of any claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected by the part Indemnitee without the consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delaybe withheld unreasonably. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall cooperate fully with provide reasonable cooperation to the Indemnitor and its legal representatives in the investigation of and preparation for the defense of against any action, claim or liability covered by this indemnification indemnification. The Indemnitor shall not enter into any settlement or consent to an adverse judgment in any such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees and provide full information with respect thereto. Subject to agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee’s fulfillment , without the prior express written consent of its obligations under this Section 9.3the Indemnitee, the Indemnitor which consent shall pay any damages, costs not be unreasonably withheld or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party If any Company Indemnitee or Customer Indemnitee (collectively, the “Indemnitee”) that intends to claim indemnification under this Section 9 8, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Loss and Claim for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including 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 have the right to settle or compromise any claims for which it is providing indemnification under this Section 8, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld, conditioned or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity obligation under this Section 8 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 8, but the omission to so deliver notice to the Indemnitor will not relieve Indemnitor of any liability that it may have to any Indemnitee otherwise than under this Section 8 other than to the extent such omission impinges on the Indemnitor is materially prejudiced by the delayability to mitigate or avoid such liability. At the Indemnitor’s request The Indemnitee under this Section 8 and expense, the Indemnitee its employees and legal representatives shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject For clarity, nothing contained in this Section 8 shall be deemed to apply to the Indemnitee’s fulfillment of its obligations under this Section 9.3Firmware or Support, which are exclusively addressed in the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimSLA.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have control of the defense and/or settlement thereof, subject to the limitations set forth herein; provided that the Indemnitee shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of in the defense thereof with through its own counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without at the Indemnitee’s prior written consent's expense. The indemnity agreement in this Article 15 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 15 but the omission so to deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by the delayof any liability that it may have to any Indemnitee otherwise than under this Article 15. At the Indemnitor’s request and expense, The Indemnitor shall not settle or compromise any indemnified claim in a manner which would adversely impact the Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld. The Indemnitee under this Article 15, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives at the Indemnitor's expense in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify without undue delay Notify the other party Party (the “Indemnitor”) in writing of any loss, claimClaim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates (in the case of BN, its Registered Affiliates), Sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Section shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notClaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability, or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice Notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section but the omission so to deliver written Notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section. At the Indemnitor’s request The Indemnitee under this Section, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim Claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a claim by a third party is made and a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 7, the Indemnitee shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification. If the Indemnitor accepts liability for indemnifying Indemnitee hereunder, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof; provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 7 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 7 but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 7. If the delay. At Indemnitor fails to provide defense of the claim, and diligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure, such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor’s request prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 7, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to in the Indemnitee’s fulfillment investigation of its obligations under any Indemnifiable Losses covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party (the “"Indemnitor”") of any claim, loss, claim, damage, liability or action expenses in respect of which the Indemnitee intends to claim such indemnificationindemnification reasonably promptly after the Indemnitee is aware thereof, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof of any related third party action, suit or proceeding with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 11 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notloss, without the Indemnitee’s prior written consent, settle any such claim damage or expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure of an Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement becoming aware of any such action shall not affect or limit matter, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Article 11. The Indemnitor shall not have any liability to the extent the Indemnitor is materially prejudiced by the delayany Indemnitee otherwise than under this Article 11. At the Indemnitor’s request The Indemnitee under this Article 11 and expense, the Indemnitee its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability matter covered by this indemnification and provide full information with respect theretoindemnification. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the The Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to in establishing a settlement agreement entered into by the Indemnitor) in connection with such claimsuccessful claim for indemnity hereunder.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Agreement shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the absolute right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without fees and expenses to be paid by the Indemnitee’s prior written consent. The indemnity obligations under this Agreement shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to Indemnitor’s duty ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Agreement, but the omission to deliver such notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this an indemnification and provide full information with respect theretofrom the Indemnitor. Subject to No Indemnitor shall, without the prior written consent of the Indemnitee’s fulfillment , effect any settlement of its obligations under this Section 9.3any pending or threatened action, suit or proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the Indemnitor shall pay any damagessubject matter of such action, costs suit or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding.

Procedure. A Should a party or any of its officers, agents, parent companies, affiliates, or employees (the “"Indemnitee”") that intends intend to claim indemnification under this Section 9 Article, such Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any alleged loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, be entitled to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms selected by the Indemnitor deems desirable in and approved by the exercise Indemnitee, such approval not to be unreasonably withheld; provided, however, that if representation of its sole discretion, except that Indemnitee by such counsel first selected by the Indemnitor would be inappropriate due to a conflict of interest between such Indemnitee and any other party represented by such counsel, then Indemnitor shall notselect other counsel for the defense of Indemnitee, without with the Indemnitee’s prior written consentfees and expenses to be paid by the Indemnitor, settle such other counsel to be approved by Indemnitee and such approval not to be unreasonably withheld. The indemnity agreement in this Article shall not apply to amounts paid in settlement of any such claim loss, claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. At the Indemnitor’s request The Indemnities under this Article, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim ("Claim") which may result in a Loss or Litigation Expense, the Person seeking indemnity under this Article 8 (the “"Indemnitee”") shall give written notice thereof to the party from whom indemnity is sought (the "Indemnitor"); provided, however, that intends the failure to claim promptly notify the Indemnitor shall not affect the indemnification under obligation hereunder if the Indemnitor was not prejudiced thereby and the failure to promptly notify was inadvertent. The Indemnitor shall have the right, at its expense, to defend or contest (subject to the third to last sentence of this Section 9 8.5) such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of the Indemnitee's attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, in which event the Indemnitor will be responsible for the reasonable fees and expenses of one firm of counsel for all Indemnitees), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims, including, but not limited to, reasonable access to employees who are familiar with the transactions out of which such Claim or Loss may have arisen. In the event that the Indemnitor shall undertake to defend any Claim, it shall promptly notify the other party Indemnitee of its intention to do so within thirty (the “Indemnitor”30) days of being notified of any losssuch Claim. In the event that the Indemnitor, claimafter written notice from Indemnitee, damagefails to take timely action to defend the same, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate indefend the same by counsel of its own choosing, andbut at the cost and expense of the Indemnitor, provided no settlement of a Claim by Indemnitee (other than a Claim relating to an Excluded Liability) shall be effected without the consent of the Indemnitor which shall not be unreasonably withheld or delayed unless Indemnitee waives any right to indemnification therefor. The Indemnitor may settle or compromise any Claim without the prior written consent of Indemnitee except for settlement or compromise of a Claim (i) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to such Claim in form and substance reasonably satisfactory to Indemnitee, (ii) which would not adversely affect the Indemnitee and its Affiliates to own, hold, use and operate their respective assets and businesses, and (iii) for money damages only. Seller Parent and Buyer shall treat any payment under this Article 8 for all Tax purposes as an adjustment of the Purchase Price and as allocable to the assets deemed purchased under the Section 338(h)(10) Election as shall reasonably be determined by the Indemnitee, except to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and treatment is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations permitted under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimapplicable Law.

Procedure. A If a party (the “an "Indemnitee”") that intends to claim indemnification under this Section 9 Article 10, it shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or its directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 10. At the Indemnitor’s request The party claiming indemnification under this Article 10, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 10.3, it shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf 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 the Indemnitee on and any terms the Indemnitor deems desirable other party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Section 10.3 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Section 10.3. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect theretoSection 10.3. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable Portions herein identified by the Indemnitee [*****] have been omitted pursuant to a settlement agreement entered into by request for confidential treatment under Rule 24b-2 of the Indemnitor) in connection Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with such claimthe Securities and Exchange Commission.

Procedure. A party (i) Any indemnification or advances to be made pursuant to Sections 1 and/or 3 shall be made by the “Company as soon as practicable, but in no event later than thirty (30) days after receipt of a written request for indemnification or advances, as the case may be, by Indemnitee”. During the interval between the Company’s receipt of such a request under paragraph (b) that intends to claim indemnification under of this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification3, and the Indemnitor later to occur of (i) payment in full to Indemnitee of the indemnification or advances required by Sections 1 and 3 or (ii) a determination (if required) pursuant to this Agreement and applicable law that Indemnitee is not entitled to indemnification hereunder, the Company shall have take all necessary steps (whether or not such steps require expenditures to be made by the right Company at that time), to participate in, stay (pending a final determination of Indemnitee’s entitlement to indemnification and, if Indemnitee is so entitled, the payment thereof) the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee may be liable (and as to which Indemnitee has requested indemnification hereunder) in order to avoid Indemnitee being or becoming in default with respect to any such amounts (such necessary steps to include, but not be limited to, the extent the Indemnitor so desiresprocurement of a surety bond to achieve such stay or a loan to Indemnitee of amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained), to assume sole Control promptly after receipt of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consentrequest therefor together with a written undertaking by Indemnitee to repay promptly following receipt of a statement therefor from the Company, settle any amounts (if any) expended by the Company for such claim purpose, if it is ultimately determined (if such settlement contains a stipulation determination is required) that Indemnitee is not entitled to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationbe indemnified against such judgments, and only to the extent the Indemnitor assumes directlypenalties, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs fines or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimamounts.

Procedure. 12.2.1 A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall 12.2 will promptly notify provide notice to the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, which notice will include a reasonable identification of the alleged facts giving rise to such Liability, and the Indemnitor shall will have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of control the defense thereof with counsel mutually satisfactory selected by the Indemnitor. However, notwithstanding the foregoing, except with respect to any Claim that is a Third Party Action, the partiesprocess for the defense of which will be governed by Section 10.6 and Section 10.7, including the Indemnitee will have the right to settle participate in, but not control, the action on behalf defense of any Claim, and request separate counsel, with the fees and expenses to be paid by the Indemnitee, unless (a) 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 or (b) the Indemnitor has failed to assume the defense of the applicable Claim, in which case ((a) or (b)), such fees and expenses will be paid by the Indemnitor. The Indemnitee on any terms the Indemnitor deems desirable will, and will cause each of its Affiliates and its and their respective directors, officers, employees and agents, as applicable, to, cooperate in the exercise defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals and otherwise providing reasonable access to such indemnitees and other employees and agents of its sole discretionthe Indemnitee, except in each case as may be reasonably requested in connection therewith; provided that the Indemnitor shall notwill reimburse the Indemnitee for its reasonable and verifiable out-of-pocket expenses in connection therewith. The Indemnitor may not settle any Claim, and the Indemnitee will not be responsible for or be bound by any settlement of a Claim that imposes an obligation on it, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee Indemnitee, which consent will not be unreasonably withheld, conditioned or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A In case of any suit, claim or proceeding by a third party (or by any Governmental Authority, or any action involving claims brought by such a third party or Governmental Authority with respect to which Indemnitor may have Liability under the “Indemnitee”) that intends to claim indemnification under provisions contained in this Section 9 shall promptly notify the other party 11.4 (the a “IndemnitorThird-Party Claim”) of any loss), claimif Indemnitor acknowledges in writing delivered to Indemnitee that Indemnitor is obligated hereunder in connection with such Third-Party Claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the then Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with at its own expense and by its own counsel, which counsel mutually shall be reasonably satisfactory to the partiesIndemnitee; provided, including however, that Indemnitor shall not have the right to settle assume the action on behalf defense of such Third-Party Claim, notwithstanding the giving of such written acknowledgement, if (i) the Third-Party Claim seeks only an injunction or other equitable relief, (ii) Indemnitee shall have been advised by counsel that there are one or more legal or equitable defenses available to Indemnitee that are different from or in addition to those available to Indemnitor and, in the reasonable opinion of Indemnitee, counsel for Indemnitor could not adequately represent Indemnitee’s interests because they conflict with those of Indemnitor, (iii) such Third-Party Claim involves, or could have a material effect on, any material matter beyond the scope of the Indemnitee on any terms indemnification obligation of Indemnitor or (iv) Indemnitor shall not have assumed the defense of such Third-Party Claim in a timely fashion. If Indemnitor deems desirable shall assume the defense of a Third-Party Claim (under circumstances in which the proviso in the exercise of its sole discretionpreceding sentence is not applicable), except that the Indemnitor shall notnot be responsible for any legal or other defense costs subsequently incurred by Indemnitee in connection with the defense thereof. If Indemnitor does not exercise its rights to assume the defense of a Third-Party Claim by giving the required written acknowledgement, without the Indemnitee’s prior written consentor is otherwise restricted from so assuming such defense, settle Indemnitor shall nevertheless be entitled to participate in such defense with its own counsel and at its own expense; and in any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on case Indemnitee may assume the part defense of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationThird-Party Claim, with counsel that shall be reasonably satisfactory to Indemnitor, and only to the extent the Indemnitor assumes directly, shall act reasonably and in full, such obligation accordance with its good faith business judgment and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect any settlement without the consent of Indemnitor, which consent shall not be unreasonably withheld or limit Indemnitor’s duty delayed. If Indemnitor exercises its right to defend such action but shall relieve Indemnitor of liability to assume the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of a Third-Party Claim, it shall not effect any actionsettlement without the consent of Indemnitee, claim which consent shall not be unreasonably withheld or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A If a party (the “an "Indemnitee”") that intends to claim indemnification under this Section 9 Article 13, it shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or its directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 13 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 13. At the Indemnitor’s request The party claiming indemnification under this Article 13, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 11 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 11 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim in a manner that admits liability of its Indemnitee or requires Indemnitee to perform any material obligations under this Section 9.3(other than payment of money which will be fully satisfied by Indemnitor) without the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively engaged in activities relating to defending or settling the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does assume activities in furtherance of the defense and settlement of a Claim as provided above within [***] after written notice from Indemnitee stating intent of the Indemnitor to undertake such activities if Indemnitor does not: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 11.

Procedure. A party (Any of the “Indemnitee”) 3DP Indemnitees that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party BMS (the “"Indemnitor”") in writing of any loss, claimliability, damage, liability loss, cost and/or expense (including reasonable attorneys' fees) arising out of Third Party claims or action lawsuits in respect of which the 3DP Indemnitee intends to claim such indemnification, and shall permit the Indemnitor to assume direction and control of the defense of the claim (including the selection of counsel, reasonably acceptable to the 3DP Indemnitee, and the right to negotiate a settlement, at the discretion of the Indemnitor, provided that such settlement does not impose any material obligation or detriment on the 3DP Indemnitee), and shall cooperate as requested (at the expense of the Indemnitor) in the defense of the claim; provided, however, that a 3DP Indemnitee shall have the right to participate inretain its own counsel, and, with the fees and expenses to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the be paid by such 3DP Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the 3DP Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 11. At the Indemnitor’s request and expense's request, the 3DP Indemnitee under this Article 11, and its employees and agents, shall cooperate ** Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability loss covered by this indemnification and provide full true, correct and complete information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party If a Party is seeking indemnification under Section 9.1 or 9.2, as applicable (the “Indemnitee”) that intends to claim indemnification under this Section 9 ), it shall promptly notify inform the other party Party (the “Indemnitor”) of the claim giving rise to the obligation to indemnify pursuant to Section 9.1 or 9.2, as applicable, as soon as reasonably practicable after receiving notice of the claim (provided, however, any lossdelay or failure to provide such notice shall not constitute a waiver or release of, claimor otherwise limit, damagethe Indemnitee’s rights to indemnification under Section 9.1 or 9.2, liability as applicable, except to the extent that such delay or action in respect of which failure materially prejudices the Indemnitee intends Indemnitor’s ability to claim such indemnification, and defend against the relevant claims). The Indemnitor shall have the right to participate inassume the defense of any such claim for which the Indemnitee is seeking indemnification pursuant to Section 9.1 or 9.2, and, to the extent as applicable. The Indemnitee shall cooperate with the Indemnitor so desiresand the Indemnitor’s insurer as the Indemnitor may reasonably request, to assume sole Control of and at the defense thereof with counsel mutually satisfactory to the parties, including Indemnitor’s cost and expense. The Indemnitee shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the Indemnitor. The Indemnitor shall not settle any claim without the action on behalf prior written consent of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretionIndemnitee, except not to be unreasonably withheld; provided, however, that the Indemnitor shall notnot be required to obtain such consent if the settlement (i) involves only the payment of money and will not result in the Indemnitee (or other Prothena Indemnitees or Celgene Indemnitees, without as applicable) becoming subject to injunctive or other similar type of relief, (ii) does not require an admission by the Indemnitee’s prior written consentIndemnitee (or other Prothena Indemnitees or Celgene Indemnitees, as applicable) and (iii) does not adversely affect the rights or licenses granted to the Indemnitee (or its Affiliate) under this Agreement. The Indemnitee shall not settle or compromise any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on without the part prior written consent of the Indemnitee or imposes any obligation on Indemnitor, which it may provide in its sole discretion. If the Indemnitee other than a monetary obligation, and only Parties cannot agree as to the extent application of Section 9.1 or 9.2, as applicable, to any claim, pending resolution of the Indemnitor assumes directlydispute pursuant to Section 11.7 the Parties may conduct separate defenses of such claims, and with each Party retaining the right to claim indemnification from the other Party in fullaccordance with Section 9.1 or 9.2, such obligation and is able to fulfill such obligationas applicable, upon resolution of the underlying claim. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseIn each case, the Indemnitee shall reasonably cooperate fully with the Indemnitor, and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 7. [***] Certain information in this document has been omitted and its legal representatives in filed separately with the investigation Securities and defense of any action, claim or liability covered by this indemnification and provide full information Exchange Commission. Confidential treatment has been requested with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimomitted portions.

Procedure. A If a party (the an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 13, it shall promptly notify the other indemnifying party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 13 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 13. At the Indemnitor’s request The party claiming indemnification under this Article 13, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification indemnification. Portions of this Exhibit were omitted and provide full information have been filed separately with respect thereto. Subject the Secretary of the Commission pursuant to the IndemniteeCompany’s fulfillment application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim1934.

Procedure. A Any party seeking indemnification under Section 15 of this Agreement (the each, an “Indemnitee”) that intends to shall, as a prerequisite of any such claim indemnification under this Section 9 shall promptly of indemnification: (1) notify the other party indemnifying Party (the “Indemnitor”) in writing of any loss, claim, damageor any circumstances which could foreseeably give rise to a claim, liability in either case, to which this Section 15 may apply (a “Claim”), promptly upon becoming aware thereof; provided, however, Indemnitee’s failure to give Indemnitor such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except to the extent that the Indemnitor is prejudiced by Indemnitee’s failure or action delay in respect giving such notice; and (2) provide Indemnitor with the opportunity to assume and control the defense and/or settlement of which any such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, at its own cost and expense, 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 intends may defend such Claim but shall have no obligation to claim such indemnificationdo so; provided, however, the Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall notIndemnitee's interests, without the Indemnitee’s prior written consent of the Indemnitee, which consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the in each case, shall not be unreasonably withheld. The Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent shall reasonably cooperate with the Indemnitor assumes directly, at the Indemnitor's expense and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice shall make available to the Indemnitor within a reasonable time after all pertinent information under the commencement control of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this , which information shall be subject to Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim7.

Procedure. A If a claim by a third party is made and a party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 9, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification, indemnification and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof, provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 9 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9 but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 9. If the delay. At Indemnitor fails to provide defense of the Indemnitor’s request claim, and expensediligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure, such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor's prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 9, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to in the Indemnitee’s fulfillment investigation of its obligations under any Indemnifiable Losses covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party For purposes of Sections 8.1 and 8.2, the Person asserting a claim for indemnification pursuant to either Section 8.1 or 8.2 (the “Indemnitee”"Indemnified Person") will notify the Party responsible for such indemnification (the "Indemnifying Party") in writing of any claims, suits, or proceedings by Third Parties that intends may give rise to any claim for which indemnification may be required under this Section 9 shall promptly notify Article 8 as follows: (a) within fifteen (15) calendar days after receipt of service of process of the other party commencement of suit or (b) for non-litigated matters, within thirty (30) calendar days after receipt of notice thereof; provided, however, that failure to give such notice will not relieve the “Indemnitor”) Indemnifying Party of its obligation to provide indemnification hereunder except if, and to the extent that, such failure materially and adversely affects the ability of the Indemnifying Party to defend the applicable claim, suit, or proceeding. The Indemnifying Party will be entitled to assume sole control over the defense of any losssuch claim at its own cost and expense; provided, claimhowever, damage, liability or action in respect of which that the Indemnitee intends to claim such indemnification, and the Indemnitor shall Indemnified Person will have the right to participate in*** Certain confidential information contained in this document, andmarked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the extent Securities Act of 1934, as amended. be represented by its own counsel at its own cost in such matters. Neither the Indemnitor so desiresIndemnifying Party nor the Indemnified Person will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other, require the other to assume sole Control be subject to an injunction, or require the other to make any monetary payment, in each case without the prior written consent of the other, which will not be unreasonably withheld or delayed. The Indemnifying Party and Indemnified Person will reasonably cooperate with the other and its counsel in the course of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect suit, claim, or limit Indemnitor’s duty demand, such cooperation to defend such action but shall relieve Indemnitor of liability include without limitation using reasonable efforts to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request provide or make available documents, information, and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimwitnesses.

Procedure. A party (the “Indemnitee”) that If any Indemnitee intends to claim indemnification under this Section 9 shall Article 7, the Indemnitee will promptly notify the other party providing the indemnification (“the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to will assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee; provided, including however, that an Indemnitee will have the right to settle retain its own counsel, with the action on behalf 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. The Indemnitor will have the right to control the defense of, and settle, dispose of or compromise any claims for which it is providing indemnification under this Article 10; provided that the prior written consent of the Indemnitee on any terms the Indemnitor deems desirable (which will not be unreasonably withheld, delayed, or conditioned) will be required in the exercise event any such settlement, disposition or compromise would adversely affect the interests of its sole discretionthe Indemnitee. The indemnity agreement in this Article 7 will not apply to amounts paid in settlement or pursuant to the compromise or disposition of any loss, except that the Indemnitor shall notclaim, damage, liability, or action if such settlement, compromise or disposition is effected without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but shall action, will relieve the Indemnitor of any liability to the Indemnitee solely under this Article 7, but the omission so to deliver notice to the extent Indemnitor will not relieve the Indemnitor is materially prejudiced by the delayof any liability that it may have to any Indemnitee otherwise than under this Article 7. At the Indemnitor’s request The Indemnitee, its employees, and expenseits agents, the Indemnitee shall will cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim claim, or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 18 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagecomplaint, liability suit, proceeding, cause of action or action other potential Liability in respect of which the Indemnitee intends to claim such indemnificationindemnification (for purposes of this Section 18.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate inparticipate, andat its own expense, to the extent the Indemnitor so desires, to assume sole Control with counsel of its own choosing in the defense thereof and/or settlement of such Claim. The indemnification under this Article 18 shall not apply to amounts paid with counsel mutually satisfactory respect to the parties, including the right to settle the action on behalf settlement of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent will not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such action shall not affect claim, suit or limit Indemnitor’s duty proceeding, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 18, but the failure to so timely deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability to any Indemnitee otherwise than under this Article 18. Without limiting the delay. At the Indemnitor’s request and expenseforegoing, the Indemnitee shall cooperate fully with keep the Indemnitor and its legal representatives in fully informed of the investigation and defense progress of any action, Claim for which it intends to claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Article 18. The Indemnitor shall pay not be responsible for any damages, costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee pursuant to a settlement agreement entered into by without the Indemnitor) in connection with such claim’s prior written consent, which consent will not be unreasonably withheld.

Procedure. A party (the “Indemnitee”) that intends Each person entitled to claim indemnification under this Section 9 --------- Agreement (an "Indemnified Person") shall promptly notify give notice to the other party required to provide indemnification (the “Indemnitor”"Indemnifying Person") promptly after such Indemnified Person has actual knowledge of any lossclaim as to which indemnity may be sought and shall permit the Indemnifying Person to assume the defense of any such claim and any litigation resulting therefrom, claim, damage, liability provided that counsel for the Indemnifying Person who conducts the defense of such claim or action in respect of which any litigation resulting therefrom shall be approved by the Indemnitee intends to claim such indemnificationIndemnified Person (whose approval shall not unreasonably be withheld), and the Indemnitor shall have Indemnified Person may participate in such defense at such party's expense (unless the right to participate in, and, to Indemnified Person has reasonably concluded that there may be a conflict of interest between the extent Indemnifying Person and the Indemnitor so desires, Indemnified Person in such action or unless the Indemnifying Person fails to assume sole Control the defense or pursue it in good faith, in which case the fees and expenses of counsel for the Indemnified Person shall be at the expense of the defense thereof with counsel mutually satisfactory to the partiesIndemnifying Person), including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except and provided further that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment failure of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only Indemnified Person to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written give notice to the Indemnitor within a reasonable time after the commencement of any such action as provided herein shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment Indemnifying Person of its obligations under this Section 9.39.1 except to the extent the Indemnifying Person is materially prejudiced thereby. No Indemnifying Person, in the Indemnitor defense of any such claim or litigation, shall pay (except with the consent of each Indemnified Person) consent to entry of any damages, costs judgment or other amounts awarded against enter into any settlement that does not include as an unconditional term thereof the Indemnitee (or payable giving by the Indemnitee pursuant claimant or plaintiff to such Indemnified Person of a settlement agreement entered into by release from all liability in respect to such claim or litigation. Each Indemnified Person shall furnish such information regarding itself or the Indemnitor) claim in question as an Indemnifying Person may reasonably request in writing and as shall be reasonably required in connection with the defense of such claimclaim and litigation resulting therefrom.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any such loss, liability, damage or expense, or any claim, damagedemand, liability action or action in other proceeding with respect of to which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consent, settle any such claim damage or other expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 8. The Indemnitor may not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party seeking indemnification hereunder (the an “Indemnitee”) that intends shall give prompt written notice to claim the Party from whom such indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”) of such alleged Liability or the commencement of any lossaction, claimsuit or proceeding, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, indemnity is or may be sought hereunder and will give the Indemnitor such information with respect thereto as the Indemnitor may reasonably request, being understood that no failure to give such information shall relieve the Indemnitor of any Liability hereunder (except to the extent the Indemnitor has suffered actual prejudice thereby). Except as otherwise provided in Article 8.5 or 8.6, if applicable, the Indemnitor shall have the sole right to control the defense and management of any such action, suit or proceeding, including settlements. The Indemnitee shall fully cooperate with the Indemnitor and shall have the right to participate inin the defense thereof, andand to employ counsel, to the extent at its own expense, separate from counsel employed by the Indemnitor so desiresin any such action. The Indemnitee shall not make any payment, incur any expense or make any admissions with respect to assume sole Control any claim or suit without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give. The Indemnitor shall not be required to provide indemnification with respect to a Liability the defense thereof with counsel mutually satisfactory of which is actually prejudiced by the failure to give notice by the parties, including Indemnitee or the right to settle the action on behalf failure of the Indemnitee on any terms to cooperate with the Indemnitor deems desirable in or where the exercise of its sole discretion, except that the Indemnitor shall not, Indemnitee makes any admissions or settles or compromises a Liability without the Indemnitee’s prior written consentconsent of the Indemnitor. Each Party shall cooperate with the other Party in resolving any claim or Liability with respect to which one Party is obligated to indemnify the other under this Agreement, settle including without limitation, by making Commercially Reasonable Efforts to mitigate or resolve any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimLiability.

Procedure. A party Party entitled to indemnification pursuant to this Section (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossClaims covered by this indemnity. Promptly after receipt of such notice, claimthe Indemnitor shall assume the defense of such Claim with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor fails, damagewithin a reasonable time after receipt of such notice, liability to assume the defense with counsel or, if a direct or action in indirect conflict of interest exists between the Parties with respect of which to the Claim, the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate inundertake the defense of such Claims, andprovided however that the Indemnitee shall have no right to compromise and settlement such Claim for the account and at the expense of the Indemnitor. If the Claim is one of multiple claims in a lawsuit against Indemnitee, some of which claims may not be subject to the extent the Indemnitor so desires, to assume sole Control indemnity obligation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitor, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of may, at its sole discretion, except that elect to solely control the Indemnitor shall notdefense, without the Indemnitee’s prior written consentsettlement, settle any such claim if such settlement contains a stipulation adjustment or compromise of those claims for which is not subject to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its indemnity obligations under this Section 9.39, in which event the Indemnitor agrees to cooperate with Indemnitee’s sole control and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or compromise of any such controversy or proceedings. Notwithstanding the foregoing, if the Indemnitee in its sole judgment so elects, the Indemnitee may also participate in the defense of such action by employing counsel at its expense, without waiving the Indemnitor’s obligation to indemnify and defend. The Indemnitor shall pay not compromise any damages, costs Claim (or other amounts awarded against portions thereof) or consent to the entry of any judgment without an unconditional release of all liability of the Indemnitee (as to each claimant or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimplaintiff.

Procedure. A party Party seeking indemnification (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Indemnitor; provided, including however, that Indemnitee shall have the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of retain its own counsel, at its sole discretionexpense, except that if representation of Indemnitee by the counsel retained by Indemnitor shall not, without the Indemnitee’s prior written consent, settle would be inappropriate due to actual or potential differing interests between Indemnitee and any other party represented by such claim if counsel in such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationproceedings. The failure of Indemnitee to deliver written notice to the Indemnitor within a reasonable time after Indemnitee receives notice of the commencement of any such action shall not affect or limit Indemnitor’s duty action, if materially prejudicial to its ability to defend such action but action, shall relieve Indemnitor of any liability to Indemnitee, but the omission so to deliver notice to Indemnitor will not relieve it of any liability that it may have to the Indemnitee solely to otherwise than under this paragraph 21. Indemnitee under this paragraph 21, its employees and agents, shall [***] Confidential portions of this document have been redacted and filed separately with the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request Securities and expense, the Indemnitee shall Exchange Commission Agreement.LifeVantage cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject to The Indemnitor may not settle any such claim without the Indemnitee’s fulfillment of its obligations under this Section 9.3, consent if the Indemnitor shall pay any damages, costs proposed settlement would be in the Indemnitee’s name or impose pecuniary or other amounts awarded against liability or an admission of fault or guilt on the Indemnitee (or payable by would require the Indemnitee pursuant to a settlement agreement entered into be bound by the Indemnitor) in connection with such claiman injunction of any kind.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires jointly with any other indemnitor similarly notified, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or 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 employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party Promptly after receipt by an Indemnified Person of notice of the commencement of any action (the “Indemnitee”) that including any governmental investigation or inquiry), such Indemnified Person will, if such Indemnified Person intends to make a claim indemnification under in respect thereof against the party agreeing to indemnify such Indemnified Person pursuant to paragraphs (a) or (b) hereof (each such Person being hereinafter referred to as an "Indemnifying Person"), give written notice to such Indemnifying Person of the commencement thereof, but the omission so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any of its obligations pursuant to the provisions of this Section 9 6 except to the extent that the Indemnifying Person is actually prejudiced by such failure to give notice. In case any such action is brought against any Indemnified Person and it notifies an Indemnifying Person of the commencement thereof, the Indemnifying Person shall promptly notify be entitled to participate in, and to the extent that it may wish, jointly with any other party (Indemnifying Person similarly notified, to assume the “Indemnitor”) defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from the Indemnifying Person to such Indemnified Person, the Indemnifying Person shall not, except as hereinafter provided, be responsible for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. No Indemnifying Person will consent to entry of any loss, claim, damage, judgment or enter into any settlement which 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 or action in respect of which the Indemnitee intends to such claim such indemnification, and the Indemnitor or litigation. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, and, but the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (a) the Indemnifying Person has agreed to pay such fees and expenses or (b) the extent the Indemnitor so desires, Indemnifying Person shall have failed to assume sole Control the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnifying Person and such Indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the defense thereof with counsel mutually satisfactory to Indemnifying Person, the parties, including Indemnifying Person shall not have the right to settle assume the defense of such action or proceeding on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnified Person). The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement Indemnifying Person shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not affect unreasonably be withheld, delayed or limit Indemnitor’s duty to defend conditioned, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseor proceeding, the Indemnitee shall cooperate fully with the Indemnitor Company agrees to indemnify and its legal representatives in the investigation hold harmless such Indemnified Persons from and defense of against any action, claim loss or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment reason of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs such settlement or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimjudgment.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article IX (the “Indemnitee”) that intends shall give written notice thereof to claim the party from whom indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of any lossthe Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, claim, damage, liability or action in respect which event the Indemnitor will be responsible for the reasonable fees and expenses of which the Indemnitee intends to claim such indemnificationone firm), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. If the Indemnitor, after written notice from Indemnitee, (a) fails within thirty (30) days after receipt of such notice to notify the Indemnitee (i) of its intent to defend against such Loss or Claim and (ii) that it irrevocably acknowledge its obligation to indemnify the Indemnitee pursuant to this Agreement for such Loss or Claim, or (b) after providing such notice fails to defend, contest, or otherwise protect against such Loss or Claim, or (c) after commencing to defend, contest or otherwise protect against such Loss or Claim fails to diligently continue to defend, contest or otherwise protect against the same, then in any such case the Indemnitee shall have the right to participate indefend the same by counsel of its own choosing, and, to but at the extent cost and expense of the Indemnitor. If the Indemnitor so desiresprovides the Indemnitee with the notice contemplated by this Section 9.4(a)(i) and (ii), then the Indemnitor may settle or compromise the entry of any judgment (x) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to assume sole Control of the defense thereof with counsel mutually such Claim in form and substance reasonably satisfactory to the partiesIndemnitee, including and (y) which would not adversely affect the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation Affiliates to own, hold use and defense of any action, claim or liability covered by this indemnification operate their respective assets and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimbusinesses.

Procedure. A party (the “"Indemnitee”") that intends to claim --------- indemnification under this Section 9 Agreement shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including the right to settle the action on behalf of however, that the Indemnitee on any terms shall have the Indemnitor deems desirable in absolute right -------- ------- to retain its own counsel, with the exercise of its sole discretion, except that the Indemnitor shall not, without fees and expenses to be paid by the Indemnitee’s prior written consent. The indemnity obligations under this Agreement shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Agreement, but the omission to deliver such notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this an indemnification and provide full information with respect theretofrom the Indemnitor. Subject to No Indemnitor shall, without the prior written consent of the Indemnitee’s fulfillment , effect any settlement of its obligations under this Section 9.3any pending or threatened action, suit or proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the Indemnitor shall pay any damagessubject matter of such action, costs suit or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 11 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 11 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 11.

Procedure. A party Diversa Indemnitee or Syngenta Indemnitee (the “Indemnitee”) that intends to claim indemnification under this Section 9 11 shall promptly notify the other party indemnifying Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory chosen by Indemnitor, with consent of Indemnitee, which consent shall not be unreasonably withheld. The Indemnitee shall not enter into negotiations or enter into any agreement with respect to the parties, including settlement of any Claim without the right to settle the action on behalf prior written approval of the Indemnitee on Indemnitor, and the indemnity agreement in this Section 11 shall not apply to amounts paid in settlement of any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is made without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Section 11. At the Indemnitor’s request and expenserequest, the Indemnitee under this Section 11, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or 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 employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification Article 8. [***] = Confidential Information has been omitted and provide full information filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimomitted information.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 10 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 10 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 10.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or 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 employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification Article 8. [***] = Confidential Information has been omitted and provide full information filed separately with the Securities and Exchange Commission. Confidential treatment has been approved with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3omitted information, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claiman Order dated January 8, 2018.

Procedure. A party If one Party (the “Indemnitee”) that intends receives any notice of a claim or other allegation with respect to claim indemnification under this Section 9 shall promptly notify which the other party Party (the “Indemnitor”) has an obligation of any lossindemnity hereunder, claim, damage, liability or action in respect of which then the Indemnitee intends will in order to claim qualify for Indemnification under this Section, within fifteen (15) days of receipt of such indemnificationnotice, and give the Indemnitor shall have the right to participate inwritten notice, and, pursuant to the extent Notices provision set forth in Section 12(f) of this Agreement, of such claim or allegation setting forth in reasonable detail the Indemnitor so desiresfacts and circumstances surrounding the claim; provided, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partieshowever, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written give such notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3section except to the extent that Indemnitor is actually prejudiced by such failure. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay any damagesall authorized and documented costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee Indemnitee, except to the extent authorized by the Indemnitor or pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimthis procedure.

Procedure. A party As part of its request for Landlord’s consent to a Transfer, Tenant shall provide Landlord with (x) financial statements for the “Indemnitee”proposed transferee, as well as (y) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control a complete copy of the defense thereof with counsel mutually satisfactory to the partiesproposed assignment, including the right to settle the action on behalf sublease and other contractual documents and such other information as Landlord may, within seven (7) Business Days following Tenant’s delivery of the Indemnitee on any terms the Indemnitor deems desirable items described in the exercise of its sole discretionclauses (x) and (y) above, except that the Indemnitor shall notreasonably request. Landlord shall, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver by written notice to Tenant within twenty (20) days of its receipt of the Indemnitor required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing (such refusal to specify in reasonable detail the grounds for Landlord’s refusal); or (2) except in the case of a Permitted Transfer, in the case of an assignment of this Lease or a sublease that would result in 50% or more of the Tenant’s Premises being subject to sublease for a term, with or without renewal options relating thereto, which is 50% or more of the then remaining Term of this Lease, terminate this Lease with respect to the portion of the Premises that Tenant is proposing to assign or sublet. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. If Landlord fails to deliver to Tenant notice of Landlord’s consent or withholding of consent (or election to recapture, if applicable) with respect to a proposed Transfer within the twenty (20) days following Tenant’s submission of request for such consent, Tenant may send a reasonable time after second (2nd) notice to Landlord, which notice must contain the commencement following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 12.B OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s election within such five (5) business day period, Landlord shall be deemed to have approved the Transfer in question. Tenant shall pay Landlord a review fee of $2,000.00 for Landlord’s review of any such action shall not affect Permitted Transfer or limit Indemnitorrequested Transfer, provided if Landlord’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitoractual reasonable costs and expenses (including reasonable attorney’s request and expense, the Indemnitee shall cooperate fully fees associated with the Indemnitor review of a proposed Transfer) exceed $2,000.00, Tenant shall reimburse Landlord for its actual reasonable costs and its legal representatives expenses in the investigation and defense lieu of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimfixed review fee.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 hereunder shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, in and to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation would be inappropriate due to actual or admission or acknowledgment of any liability or wrongdoing on the part of potential differing interests between the Indemnitee or imposes and any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and party represented by such counsel in full, such obligation and is able to fulfill such obligationproceedings. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement notice of any such claim or demand, or the commencement any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely hereunder with respect thereto, but the omission so to deliver notice to the extent Indemnitor shall not relieve it of any liability that it may otherwise have to the Indemnitee. The Indemnitor is materially prejudiced by may not settle or otherwise consent to an adverse judgment in such claim, demand, action or other proceeding, that diminishes the delayrights or interests of Indemnitee without the prior express written consent of the Indemnitee, which consent shall be unreasonably withheld or delayed. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3demand, the Indemnitor shall pay any damages, costs action or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding covered hereby.

Procedure. A If a claim by a third party is made and a party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification, indemnification and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof, provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 11 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 11, but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 11. If the delay. At Indemnitor fails to provide defense of the Indemnitor’s request claim, and expensediligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor's prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 11, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject in the investigation of any Indemnifiable Losses, in order to the Indemnitee’s fulfillment of its obligations under be covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A (a) Upon receipt by one party of notice of any claim by a third party which might give rise to indemnification hereunder, or upon such party's discovery of facts which might give rise to indemnification hereunder, the party claiming indemnification hereunder (the “"Indemnitee”") that intends shall give prompt written notice to claim indemnification under this Section 9 shall promptly notify the other party (the “"Indemnitor”"), which notice shall describe in reasonable detail the Damages anticipated to be suffered (if ascertainable) and the specific circumstances thereof, and specifying the provisions of this Agreement to which such claim for Damages relates (the "Damage Claim Notice"). The Indemnitee may amend the Damage Claim Notice, without prejudice to its rights hereunder, if it becomes aware of facts indicating that the Damages anticipated to be suffered have increased or decreased from those estimated in the previous Damage Claim Notice. A failure to provide or amend the Damage Claim Notice shall not relieve the Indemnitor from any loss, claim, damage, liability obligations or action in respect of which liabilities that the Indemnitor may have to the Indemnitee intends to claim such indemnificationhereunder, and the Indemnitor shall have the right to participate in, and, except to the extent that the Indemnitor so desireshas been adversely prejudiced as a result of such failure. The Indemnitor shall be entitled to participate in the defense of any such claim or action which is a third party claim or action at the Indemnitor's own cost and, upon the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), to assume sole Control the defense thereof, with counsel of Indemnitor's own choosing, the cost of which shall be paid for by the Indemnitor. Upon notice from Indemnitor to Indemnitee of Indemnitor's election to assume the defense, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee may not compromise or settle any claim for which it has asserted or may assert its right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitor may not compromise or settle any claim for which Indemnitor has elected to assume the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s 's prior written consent, settle any unless (i) Indemnitor has acknowledged its obligation to pay all Damages relating to such claim if and has provided to Indemnitee evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to pay such Damages, (ii) such settlement will not contain any terms that would interfere in the normal operations of the Indemnitee, and (iii) such settlement contains a stipulation to or admission or acknowledgment unconditional release of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to all claims against the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section ARTICLE 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf reasonable fees and expenses to be paid by the Indemnitee, if the Indemnitee reasonably determines that representation of the Indemnitee on any terms by counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this ARTICLE 9 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this ARTICLE 9, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this ARTICLE 9. The Indemnitor may not settle, or otherwise consent to an adverse judgment in, any such action or other proceeding that diminishes the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party (the “"Indemnitor”") of any claim, loss, claim, damage, liability or action expenses in respect of which the Indemnitee intends to claim such indemnificationindemnification reasonably promptly after the Indemnitee is aware thereof, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof of any related third party action, suit or proceeding with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 11 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notloss, without the Indemnitee’s prior written consent, settle any such claim damage or expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure of an Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement becoming aware of any such action shall not affect or limit matter, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Article 11. The Indemnitor shall not have any liability to the extent the Indemnitor is materially prejudiced by the delayany Indemnitee otherwise than under this Article 11. At the Indemnitor’s request The Indemnitee under this Article 11 and expense, the Indemnitee its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability matter covered by this indemnification and provide full information with respect theretoindemnification. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the The Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to in establishing a settlement agreement entered into by the Indemnitor) in connection with such claimsuccessful claim for indemnity hereunder. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

Procedure. A party (the “Indemnitee”) that intends An Indemnitee shall give prompt written notification to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) CTI of any lossClaim for which indemnification pursuant to this Article IX may be sought; provided, claimhowever, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing no delay on the part of the Indemnitee in notifying CTI shall relieve CTI of any liability or imposes any obligation on the Indemnitee other than a monetary obligation, and only hereunder except to the extent of any damage or liability caused by or arising out of such failure. An Indemnitee shall reasonably cooperate with CTI, at CTI’s expense, in the Indemnitor assumes directlydefense of such Claim. Within thirty (30) days after delivery of such notification, and in fullCTI may, such obligation and is able to fulfill such obligation. The failure to deliver upon written notice thereof to the Indemnitor within a reasonable time after Indemnitee, assume control of the commencement defense of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability Claim provided CTI acknowledges in writing to the Indemnitee solely that any damages, fines, costs or other liabilities that may be assessed against the Indemnitee in connection with such Claim shall be entitled to the extent the Indemnitor is materially prejudiced by the delayindemnification pursuant to this Article IX. At the Indemnitor’s request and expenseIf CTI does not so assume control of such defense, the Indemnitee shall cooperate fully with control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnitor other Party advised of the status of such Claim and its legal representatives in the investigation and [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. defense thereof. The Indemnitee shall not agree to any settlement of such Claim without the prior written consent of CTI, which shall not be unreasonably withheld. Similarly, CTI shall not agree to any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to settlement of such Claim without the prior written consent of the Indemnitee’s fulfillment of its obligations under , which shall not be unreasonably withheld. Indemnitees will be entitled to enforce this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant Article IX as if a Party to a settlement agreement entered into by the Indemnitor) in connection with such claimthis Agreement.

Procedure. A party (the “Indemnitee”) Except with respect to Third Party infringement claims subject to Section 11.4 above, a Party that intends to claim indemnification under this Section 9 16 (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossThird Party Claim, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided, that the Indemnitee shall have the right to participate in, and, to in the extent defense or settlement of such Third Party Claim with counsel of its own choosing at its expense. The Indemnitor shall keep the Indemnitor so desires, to assume sole Control Indemnitee fully informed of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf progress of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Third Party Claim. The indemnity arrangement in this Section 16 shall not apply to amounts paid in settlement of any action with respect to a Third Party Claim, if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld, delayed or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationconditioned unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty with respect to a Third Party Claim, if prejudicial to its ability to defend such action but action, ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 16 to the extent it is so prejudiced, but the omission to so deliver written notice to the Indemnitor is materially prejudiced by shall not relieve the delayIndemnitor of any liability that it may have to any Indemnitee otherwise than under this Section 16. At the Indemnitor’s request and expense, the The Indemnitee under this Section 16 shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Third Party Claim covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings and shall have the exercise right to retain its own counsel at its own expense for any reason (subject to the Indemnitor's right to control such defense). The indemnity obligations under this Article 10 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend relieve such action but shall relieve Indemnitor of any liability to the Indemnitee solely under this Article 10 to the extent such failure is prejudicial to its ability to defend such action, but the omission so to deliver notice to the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf reasonable fees and expenses to be paid by the Indemnitee, if the Indemnitee reasonably determines that representation of the Indemnitee on any terms by counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 10 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. The Indemnitor may not settle, or otherwise consent to an adverse judgment in, any such action or other proceeding that diminishes the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Any person or entity intending to claim indemnification hereunder (the an “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party hereunder from whom indemnification is sought (the “Indemnitor”) in writing within a reasonable time of any loss, claim, damage, liability or action in respect of third-party Claim for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and indemnification is able to fulfill such obligationsought hereunder. The failure to deliver written give timely notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve release the Indemnitor of from any liability to the Indemnitee solely to the extent the Indemnitor is materially not prejudiced thereby. The Indemnitor shall have the right, by notice to the delay. At Indemnitee within fifteen (15) business days after the Indemnitor’s request receipt of notice thereof, to assume the defense of any such third-party Claim with counsel of the Indemnitor’s choice and at Indemnitor’s sole expense. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at its sole expense. The party not assuming the defense of the third-party Claim shall cooperate fully render all reasonable assistance to the party assuming the defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the Indemnitor. No such third-party Claim shall be settled other than by the party defending it, and then only with the Indemnitor and its legal representatives in consent of the investigation and defense of other party (which shall not be unreasonably withheld or delayed). The Indemnitee shall, however, have no obligation to consent to any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against settlement which imposes on the Indemnitee (any liability or payable by the Indemnitee pursuant to a settlement agreement entered into obligation which cannot be assumed and performed in full by the Indemnitor) in connection with such claim, and the Indemnitee shall have no right to withhold its consent to any settlement which involves only the payment of money by the Indemnitor or its insurer.

Procedure. A party Promptly after receipt by an Indemnified Person of notice of the commencement of any action (the “Indemnitee”) that including any governmental investigation or inquiry), such Indemnified Person will, if such Indemnified Person intends to make a claim indemnification under in respect thereof against the party agreeing to indemnify such Indemnified Person pursuant to subsections (a) or (b) of this Section 9 shall promptly 7 (any such Person being hereinafter referred to as an "Indemnifying Person"), give written notice to such Indemnifying Person of the commencement thereof, but the omission so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any of its obligations pursuant to the provisions of this Section 7 except to the extent that the Indemnifying Person is actually prejudiced by such failure to give notice. In case any such action is brought against any Indemnified Person and it notifies an Indemnifying Person of the commencement thereof, the Indemnifying Person shall be entitled to participate in, and to the extent that it may wish, jointly with any other party (Indemnifying Person similarly notified, to assume the “Indemnitor”) defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from the Indemnifying Person to such Indemnified Person, the Indemnifying Person shall not, except as hereinafter provided, be responsible for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. No Indemnifying Person will consent to entry of any loss, claim, damage, judgment or enter into any settlement which 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 or action in respect of which the Indemnitee intends to such claim such indemnification, and the Indemnitor or litigation. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, andbut the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (i) the Indemnifying Person has agreed to pay such fees and expenses, to (ii) the extent the Indemnitor so desires, Indemnifying Person shall have failed to assume sole Control the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnifying Person and such Indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the defense thereof with counsel mutually satisfactory to Indemnifying Person, the parties, including Indemnifying Person shall not have the right to settle assume the defense of such action or proceeding on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnified Person). The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement Indemnifying Person shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not affect unreasonably be withheld, delayed or limit Indemnitor’s duty to defend conditioned, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action but shall relieve Indemnitor of liability or proceeding, subject to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseno further appeal, the Indemnitee Indemnifying Person shall cooperate fully with the Indemnitor indemnify and its legal representatives in the investigation hold harmless such Indemnified Persons from and defense of against any action, claim loss or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment reason of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs such settlement or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimjudgment.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 10.0 (the "Indemnitee") shall promptly notify the other party (the “"Indemnitor”") of any loss, claimliability, damage, liability expense, claim, demand, action or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, desires to assume sole Control of (jointly with any other indemnitor similarly noticed) the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided however, including that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 10.0 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on shall be effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure by the Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10.0, but the omission to deliver notice to the extent Indemnitor will not relieve the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, of any liability that it may have to the Indemnitee other than under this Article 10.0. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that materially diminishes the rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Article 10.0 and its employees and agents shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 8 (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld, conditioned or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 8 solely to the extent of such prejudice, but the omission so to deliver notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that imposes any obligation or burden on the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee, its employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party In the event that any Person entitled to indemnification under Section 10.1 or Section 10.2 (the an “Indemnitee”) is seeking such indemnification, such Indemnitee shall (i) inform, in writing, the indemnifying Party of a Claim as soon as reasonably practicable after such Indemnitee receives notice of such Claim, (ii) permit the indemnifying Party to assume direction and control of the defense of the Claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided, that intends such settlement or compromise does not admit any fault or negligence on the part of the Indemnitee, nor impose any obligation on, or otherwise materially adversely affect the Indemnitee or other Party), (iii) cooperate as reasonably requested (at the expense of the indemnifying Party) in the defense of the Claim, and (iv) undertake reasonable steps to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of mitigate any loss, claimdamage or expense with respect to the Claim(s). Notwithstanding anything in this Agreement to the contrary, damagethe indemnifying Party shall have no liability under Section 10.1 or 10.2, liability as the case may be, with respect to Claims settled or action in respect of which compromised by the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemniteeindemnifying Party’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delaybe unreasonably withheld. At the Indemnitor’s request and expense*** 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, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoAS AMENDED. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.EXECUTION COPY Confidential

Procedure. 10.2.1 A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 0 shall promptly notify provide notice to the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, which notice shall include a reasonable identification of the alleged facts giving rise to such Liability, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of control the defense thereof with counsel mutually satisfactory selected by the Indemnitor. However, notwithstanding the foregoing, except with respect to any Claim that is a Third Party Action, the partiesprocess for the defense of which shall be governed by Section 8.7, including the Indemnitee shall have the right to settle participate in, but not control, the action on behalf defense of any Claim, and request separate counsel, with the fees and expenses to be paid by the Indemnitee, unless (a) 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 or (b) the Indemnitor has failed to assume the defense of the applicable Claim, in which case ((a) or (b)), such fees and expenses shall be paid by the Indemnitor. The Indemnitee on any terms the Indemnitor deems desirable shall, and shall cause each of its Affiliates and its and their respective directors, officers, employees and agents, as applicable, to, cooperate in the exercise defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals and otherwise providing reasonable access to such indemnitees and other employees and agents of its sole discretionthe Indemnitee, except in each case as may be reasonably requested in connection therewith; provided, that the Indemnitor shall notreimburse the Indemnitee for its reasonable and verifiable out-of-pocket expenses in connection therewith. The Indemnitor may not settle any Claim, and the Indemnitee shall not be responsible for or be bound by any settlement of a Claim that imposes an obligation on it, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitee, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect be unreasonably withheld, conditioned or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party If a Party is seeking indemnification under Section 9.1 or 9.2, as applicable (the “Indemnitee”) that intends to claim indemnification under this Section 9 ), it shall promptly notify inform the other party Party (the “Indemnitor”) of the claim [***] 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. giving rise to the obligation to indemnify pursuant to Section 9.1 or 9.2, as applicable, as soon as reasonably practicable after receiving notice of the claim (provided, however, any lossdelay or failure to provide such notice shall not constitute a waiver or release of, claimor otherwise limit, damagethe Indemnitee’s rights to indemnification under Section 9.1 or 9.2, liability as applicable, except to the extent that such delay or action in respect of which failure materially prejudices the Indemnitee intends Indemnitor’s ability to claim such indemnification, and defend against the relevant claims). The Indemnitor shall have the right to participate inassume the defense of any such claim for which the Indemnitee is seeking indemnification pursuant to Section 9.1 or 9.2, and, to the extent as applicable. The Indemnitee shall cooperate with the Indemnitor so desiresand the Indemnitor’s insurer as the Indemnitor may reasonably request, to assume sole Control of and at the defense thereof with counsel mutually satisfactory to the parties, including Indemnitor’s cost and expense. The Indemnitee shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the Indemnitor. The Indemnitor shall not settle any claim without the action on behalf prior written consent of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretionIndemnitee, except not to be unreasonably withheld; provided, however, that the Indemnitor shall notnot be required to obtain such consent if the settlement (i) involves only the payment of money and will not result in the Indemnitee (or other Prothena Indemnitees or Celgene Indemnitees, without as applicable) becoming subject to injunctive or other similar type of relief, (ii) does not require an admission by the Indemnitee’s prior written consentIndemnitee (or other Prothena Indemnitees or Celgene Indemnitees, as applicable) and (iii) does not adversely affect the rights or licenses granted to the Indemnitee (or its Affiliate) under this Agreement. The Indemnitee shall not settle or compromise any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on without the part prior written consent of the Indemnitee or imposes any obligation on Indemnitor, which it may provide in its sole discretion. If the Indemnitee other than a monetary obligation, and only Parties cannot agree as to the extent application of Section 9.1 or 9.2, as applicable, to any claim, pending resolution of the Indemnitor assumes directlydispute pursuant to Section 11.7 the Parties may conduct separate defenses of such claims, and with each Party retaining the right to claim indemnification from the other Party in fullaccordance with Section 9.1 or 9.2, such obligation and is able to fulfill such obligationas applicable, upon resolution of the underlying claim. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseIn each case, the Indemnitee shall reasonably cooperate fully with the Indemnitor Indemnitor, and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject shall make available to the Indemnitor all pertinent information under the control of the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor which information shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant be subject to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 7.

Procedure. A party (the “Indemnitee”) that If an Indemnitee intends to claim indemnification under this Section 9 16.1, such Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor in writing of any lossclaim for indemnification, claimand, damageexcept as otherwise expressly provided in this Agreement, liability or action in respect the Indemnitor shall have control of which the defense and/or settlement thereof using counsel reasonably acceptable to the Indemnitee. However, if the Indemnitee intends believes (based on the advice of outside counsel) that due to claim such indemnificationpotential conflicts of interest between the Indemnitee and the Indemnitor, representation of the Indemnitee by the Indemnitor’s counsel would be inappropriate, the Indemnitee may select separate counsel and the Indemnitor shall have be responsible for the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control costs of such representation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee. Under all other circumstances, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable may, in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle participate in any such proceeding with separate counsel of its choice, at its own expense. The foregoing indemnity obligation shall not apply to amounts paid by the Indemnitee in settlement of any claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected by the part Indemnitee without the consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect be unreasonably withheld, delayed or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayconditioned. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall cooperate fully with provide reasonable cooperation to the Indemnitor and its legal representatives in the investigation of, and preparation for, the defense of against any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject The Indemnitor shall not enter into any settlement or consent to an adverse judgment in any such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees or agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee’s fulfillment , without the prior express written consent of its obligations under this Section 9.3the Indemnitee, the Indemnitor which consent shall pay any damagesnot be unreasonably withheld, costs conditioned or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party (the “Indemnitee”) that If any Duality Indemnitee or Licensee Indemnitee intends to claim indemnification under this Section 9 Article 14 (the “Indemnitee”), Duality or Licensee, as the case may be, shall promptly notify the other party indemnifying Party (the “Indemnitor”) in writing of any lossThird Party Claim, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification. Each indemnification claim notice must contain a description of the claim, the nature and amount of such loss (to the extent known at the time). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense and/or settlement thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of and the Indemnitee on any terms shall be entitled to participate in (but not control) the Indemnitor deems desirable in the exercise defense of such Third Party Claim and to employ counsel of its sole discretionchoice for this purpose, except that the Indemnitor at its own expense. The indemnity arrangement in this Article 14 shall notnot apply to amounts paid in settlement of any action with respect to a Third Party Claim, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld, conditioned or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor Indemnitee within a reasonable time after the commencement of any such action with respect to a Third Party Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 14 if and to the extent the Indemnitor Indemnitee is materially actually prejudiced by thereby. Duality or Licensee, as the delay. At the Indemnitor’s request case may be, and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Third Party Claim covered by this these indemnification provisions. The Indemnitor shall not settle any Third Party Claim without the prior written consent of the Indemnitee if the settlement is reasonably expected to: (a) result in or impose any obligation (including any payment obligation) on the Indemnitee or otherwise adversely affect the business of the Indemnitee in any manner, or (b) result in any admission of wrong-doing or fault by the Indemnitee. The costs and provide full information expenses, including fees and disbursements of counsel, incurred by the Indemnitee in connection with respect thereto. Subject any claim shall be reimbursed by the Indemnitor on a Calendar Quarter basis, without prejudice to the Indemnitor’s right to contest the Indemnitee’s fulfillment of its obligations under this Section 9.3, right to indemnification and subject to refund in the Indemnitor shall pay any damages, costs or other amounts awarded against event the Indemnitee (or payable by is ultimately held not to be obligated to indemnify the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitee.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article VII (the “Indemnitee”) that intends shall give written notice thereof to claim indemnification under this Section 9 shall promptly notify the other party from whom indemnity is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of any lossthe Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, claim, damage, liability or action in respect which event the Indemnitor will be responsible for the reasonable fees and expenses of which the Indemnitee intends to claim such indemnificationone firm representing Indemnitee), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. In the event that the Indemnitor, after written notice from Indemnitee, fails to take timely action to defend the same, the Indemnitee shall have the right to participate indefend the same by counsel of its own choosing, andbut at the cost and expense of the Indemnitor, to provided, no settlement of a Claim by Indemnitee shall be effected without the extent consent of the Indemnitor so desires, unless Indemnitee waives any right to assume sole Control indemnification therefor. The Indemnitor may settle or compromise the entry of any judgment (a) which includes the defense thereof unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with counsel mutually respect to such Claim in form and substance reasonably satisfactory to the partiesIndemnitee, including and (b) which would not adversely affect the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation Affiliates to own, hold use and defense of any action, claim or liability covered by this indemnification operate their respective assets and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimbusinesses.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party Party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of control the defense thereof with counsel mutually satisfactory to of its selection; provided, however, that the parties, including Indemnitee shall have the right to settle retain its own advisory counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable 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 Indemnitor does not elect within (30) days after such notice to so control the exercise defense of such proceeding, Indemnitee may undertake such control, and Indemnitor shall be entitled to advisory counsel of its sole discretionown selection. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part written consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3Article 10, but the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.omission so to

Procedure. A (a) Upon receipt by one party of notice of any claim by a third party which might give rise to indemnification hereunder, or upon such party’s discovery of facts which might give rise to indemnification hereunder including with respect to any breach of any of Purchaser’s representation or warranties, covenants or agreements in this Agreement, the party claiming indemnification hereunder (the “Indemnitee”) that intends shall give prompt written notice to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”), which notice shall describe in reasonable detail the Damages anticipated to be suffered (if ascertainable) and the specific circumstances thereof, and specifying the provisions of this Agreement to which such claim for Damages relates (the “Damage Claim Notice”). The Indemnitee may amend the Damage Claim Notice, without prejudice to its rights hereunder, if it becomes aware of facts indicating that the Damages anticipated to be suffered have increased or decreased from those estimated in the previous Damage Claim Notice. A failure to provide or amend the Damage Claim Notice shall not relieve the Indemnitor from any loss, claim, damage, liability obligations or action in respect of which liabilities that the Indemnitor may have to the Indemnitee intends to claim such indemnificationhereunder, and the Indemnitor shall have the right to participate in, and, except to the extent that the Indemnitor so desireshas been adversely prejudiced as a result of such failure. The Indemnitor shall be entitled to participate in the defense of any such claim or action which is a third party claim or action at the Indemnitor’s own cost and, upon the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), to assume sole Control the defense thereof, with counsel of Indemnitor’s own choosing, the cost of which shall be paid for by the Indemnitor. Upon notice from Indemnitor to Indemnitee of Indemnitor’s election to assume the defense, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee may not compromise or settle any claim for which it has asserted or may assert its right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitor may not compromise or settle any claim for which Indemnitor has elected to assume the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any unless (i) Indemnitor has acknowledged its obligation to pay all Damages relating to such claim if and has provided to Indemnitee evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to pay such Damages, (ii) such settlement will not contain any terms that would interfere in the normal operations of the Indemnitee, and (iii) such settlement contains a stipulation to or admission or acknowledgment an unconditional release of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to all claims against the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that Archemix promptly shall notify Aptamera of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Aptamera shall have the right to participate in, and, and to the extent the Indemnitor Archemix so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Aptamera; provided, including however, that Archemix shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 13 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Aptamera, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Aptamera within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 13 with respect thereto, but the Indemnitee solely omission so to deliver notice to Aptamera shall not relieve it of any liability that it may have to Archemix other than under this Section 13. Aptamera may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Archemix without the Indemnitor is materially prejudiced by the delayprior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Archemix, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Aptamera and its legal representatives Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim13.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 ARTICLE 5 (the “Indemnitee”) shall promptly notify the other party responsible for providing the indemnity pursuant to Section 5.1 or 5.2, as applicable (the “Indemnitor”) ), of any loss, claim, damage, liability or action in respect of Claim for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires to assume, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity obligations under this ARTICLE 5 shall not apply to amounts paid in settlement of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but Claim, shall relieve such Indemnitor of any liability to the Indemnitee solely under this ARTICLE 5 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this ARTICLE 5. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such Claim 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 employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability Claim covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 5.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 The Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor of any loss, claimliability, damage, liability expense, claim, demand, action, or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 11 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action, or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on shall be effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 11 to the extent Indemnitor is prejudiced by Indemnitee's delay, but the omission of such notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 11. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that effects the rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Section 11, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party person or entity seeking indemnification hereunder (the “--------- "Indemnitee”") that intends to claim indemnification under this Section 9 shall promptly notify the other party from whom such indemnification is sought (the “"Indemnitor”") within a reasonable time in writing of any lossaction, claim, damage, claim or liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except provided that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written give timely notice to the -------- Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve release the Indemnitor of from any liability to the Indemnitee solely to the extent the Indemnitor is materially not prejudiced thereby. The Indemnitor shall have the right, by prompt notice to the delay. At Indemnitee, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnitee and at the sole cost of the Indemnitor’s request , and expenseif the Indemnitor so assumes such defense, the Indemnitee shall cooperate fully with may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. If the Indemnitor does not so assume the defense of such claim, the Indemnitee may assume such defense with counsel of its choice and its legal representatives in at the investigation and sole cost of the Indemnitor. The party not assuming the defense of any action, such claim or liability covered by this indemnification and provide full information with respect thereto. Subject shall render all reasonable assistance to the Indemnitee’s fulfillment party assuming such defense, and all out-of-pocket costs of its obligations under this Section 9.3such assistance shall be for the account of the Indemnitor. No such claim shall be settled other than by the party defending the same, and then only with the Indemnitor consent of the other party, which shall pay any damages, costs or other amounts awarded against not be unreasonably withheld; provided that the Indemnitee (or payable by shall have no obligation to -------- consent to any settlement of any such claim which imposes on the Indemnitee pursuant to a settlement agreement entered into any liability or obligation which cannot be assumed and performed in full by the Indemnitor) in connection with such claim.

Procedure. 15.2.1 A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 15 shall promptly notify provide notice to the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, which notice shall include a reasonable identification of the alleged facts giving rise to such Liability, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of control the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor. However, including notwithstanding the foregoing, the Indemnitee shall have the right to settle participate in, but not control, the action on behalf defense of any Claim, and request separate counsel, with the fees and expenses to be paid by the Indemnitee, unless (a) 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 or (b) the Indemnitor has failed to assume the defense of the applicable Claim, in which case ((a) or (b)), such fees and expenses shall be paid by the Indemnitor. The Indemnitee on any terms the Indemnitor deems desirable shall, and shall cause each of its Affiliates and its and their respective directors, officers, employees and agents, as applicable, to, cooperate in the exercise defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals and otherwise providing reasonable access to such Indemnitor and other employees and agents of its sole discretionthe Indemnitor, except in each case as may be reasonably requested in connection therewith; provided, that the Indemnitor shall notreimburse the Indemnitee for its reasonable and verifiable out-of-pocket expenses in connection therewith. The Indemnitor may not settle any Claim, and the Indemnitee shall not be responsible for or be bound by any settlement of a Claim that imposes an obligation on it, without the Indemnitee’s prior written consentconsent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee may not settle any such claim if such settlement contains a stipulation to or admission or acknowledgment without the prior written consent of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect be unreasonably withheld, conditioned or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 5 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagecomplaint, liability suit, proceeding, cause of action or action other potential Liability in respect of which the Indemnitee intends to claim such indemnificationindemnification (for purposes of this Section 5.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate inparticipate, andat its own expense, to the extent the Indemnitor so desires, to assume sole Control with counsel of its own choosing in the defense thereof and/or settlement of such Claim. The indemnification under this Article 5 shall not apply to amounts paid with counsel mutually satisfactory respect to the parties, including the right to settle the action on behalf settlement of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent will not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such action shall not affect claim, suit or limit Indemnitor’s duty proceeding, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 5, but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability to any Indemnitee otherwise than under this Article 5. Without limiting the delay. At the Indemnitor’s request and expenseforegoing, the Indemnitee shall cooperate fully with keep the Indemnitor and its legal representatives in fully informed of the investigation and defense progress of any action, Claim for which it intends to claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Article 5. The Indemnitor shall pay not be responsible for any damages, costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee pursuant to a settlement agreement entered into by without the Indemnitor) in connection with such claim’s prior written consent, which consent will not be unreasonably withheld.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 13, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf 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 the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 13 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 13. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect theretoArticle 13. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3{ * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Indemnitor shall pay any damagesMARKED BY BRACKETS, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Procedure. A party (the “Indemnitee”) that If a Party intends to claim indemnification under this Section 9 Agreement (the “Indemnitee”), it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the alleged Loss. The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of control the defense thereof with counsel mutually satisfactory of its choice as long as such counsel is reasonably acceptable to the parties, including Indemnitee. Any Indemnitee shall have the right to settle the action on behalf of retain its own counsel at its own expense for any reason, provided, however, that if the Indemnitee on any terms shall have reasonably concluded, based upon a written opinion from outside legal counsel, that there is a conflict of interest between the Indemnitor deems desirable and the Indemnitee in the exercise defense of such action, in each of which cases the Indemnitor shall pay the fees and expenses of one law firm serving as counsel for the Indemnitee. The Indemnitee, its sole discretionemployees and agents, except shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any Third Party Claims covered by this Agreement. The obligations of this Article 8 shall not apply to any settlement of any Third Party Claims if such settlement is effected without the consent of both Parties, which shall not be unreasonably withheld or delayed; provided that the Indemnitor shall notnot need the consent of the Indemnitee for any settlement that includes a complete and unconditional release of the Indemnitee from all liability with respect thereto, without that imposes no liability or obligation on the Indemnitee, and otherwise would not have an adverse effect on the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationinterests. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, to the extent prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor under this Article 8.2. It is materially prejudiced by the delay. At the Indemnitor’s request understood that only Kolltan and expense, the Indemnitee shall cooperate fully with the Indemnitor and Spirogen may claim indemnity under this Agreement (on its legal representatives in the investigation and defense of any action, claim own behalf or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment on behalf of its obligations under this Section 9.3Indemnitees), the Indemnitor shall pay any damages, costs or and other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitees may not claim indemnity hereunder.

Procedure. A party If any Vivelix Indemnitee or Idera Indemnitee (as applicable, the “Indemnitee”) that intends to claim indemnification under this Section 9 shall Article 8, the Indemnitee will promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to will assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee; provided, including however, that an Indemnitee will have the right 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. The Indemnitor will have the right to settle or compromise any claims for which it is providing indemnification under this Article 8; provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which will not be unreasonably withheld, delayed, or conditioned) will be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 8 will not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability, or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but shall action, will relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 8. At the Indemnitor’s request The Indemnitee under this Article 8, its employees, and expenseits agents, the Indemnitee shall will cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim claim, or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A The party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article (the “Indemnitee”) shall promptly notify the other indemnifying party (the “Indemnitor”) of for any loss, claim, damage, liability or action in with respect of to which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee whether or not such loss, including claim, damage, liability or action is rightfully brought; provided, however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms fees and expenses to be paid by the Indemnitor deems desirable in if Indemnitor does not assume the exercise defense, or, if representation of its sole discretion, except that 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 person represented by such counsel in such proceedings. The indemnity agreement in this Article shall notnot apply to amounts paid in settlement of any loss, without the Indemnitee’s prior written consentclaim, settle any such claim damage, liability or action, if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, only if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. The Indemnitor shall not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interest of the Indemnitee without the express consent of the Indemnitee. The Indemnitee under this Article, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense investigations of any action, claim or liability covered by this indemnification indemnification. The Indemnitee shall keep the Indemnitor informed of any investigation and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against have the Indemnitee (or payable by right to review and comment on the Indemnitee pursuant to a settlement agreement entered into by conduct of the Indemnitor) in connection with such claiminvestigation.

Procedure. A party Unless otherwise agreed to by the Investors in writing, the offer of any Dilution Instruments shall be made in the manner set forth in this Clause 9.2. The Company shall deliver a written notice (the “IndemniteeOffer Notice”) that intends to claim indemnification under the Investors stating: (a) its bona fide intention to offer such Dilution Instruments; (b) the number of such Dilution Instruments to be offered to the Investors in proportion to their shareholding in the Company on a Fully Diluted Basis; and (c) the price and terms, if any, upon which it proposes to offer such Dilution Instruments. By Notification to the Company within 30 (thirty) Business Days after receipt of the Offer Notice the Investors may elect to subscribe to all or part of the Dilution Instruments offered by the Company at the price and on the terms specified in the Offer Notice in accordance with clause 9.1. If the Dilution Instruments, or any of them, referred to in the Offer Notice are not elected to be subscribed to by the Investors, then such Dilution Instruments shall automatically devolve on a pro rata basis, upon the remaining Investors, if any, who shall be entitled to subscribe to such devolved Dilution Instruments in accordance with this Section Clause 9 shall promptly notify along with subscription to the other party original entitlement to the Dilution Instruments. If none of the Investors choose to subscribe to any Dilution Instruments or if the Investors agree to subscribe only to part of the Dilution Instruments, the Dilution Instruments (or the unsubscribed part thereof) may be offered by the Company the Existing Shareholders (“IndemnitorSecond Offer Notice”) By Notification to the Company within 15 (fifteen) Business Days after receipt of any lossthe Second Offer Notice, claim, damage, liability or action the Existing Shareholders may elect to subscribe the Dilution Instruments offered by the Company at the price and on the terms specified in respect the Second Offer Notice up to that portion of the Dilution Instruments which equals the Indemnitee intends proportion that the number of Shares held by each Shareholder electing to claim such indemnificationsubscribe to the Dilution Instruments bears to the aggregate number of Shares held by all Existing Shareholders, and the Indemnitor Company shall have issue the right Dilution Instruments accordingly. If the Dilution Instruments, or any of them, referred to participate inin the Second Offer Notice are not elected to be subscribed to by any of the Existing Shareholders, and, then such Dilution Instruments may be offered by the Company to any other party on the terms and conditions which are not more favourable than offered to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable Investors in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimOffer Notice.

Procedure. A party In the event either Party (the “Indemnitee”) that intends shall wish to claim indemnification under this Section 9 shall promptly notify be indemnified by the other party Party (the “Indemnitor”) pursuant to this Article 11, the Indemnitee shall promptly notify the Indemnitor of any loss, claimliability, damage, liability expense, claim, demand, action, or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 11 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action, or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is made without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 11 to the extent Indemnitor is prejudiced by Indemnitee’s delay, but the omission of such notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 11. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that affects the rights or interests of the Indemnitee without the express written consent of the Indemnitee, which consent shall not be unreasonably withheld. The -Indemnitee under this Article 11, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 10 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of and control the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable retain its own counsel to participate in the exercise defense, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 10 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 10 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 10. The Indemnitor may not settle or 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 employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim10.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 shall promptly Article 12 (the “Indemnitee”) with respect to any Claim will: (a) notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action in respect such Claim as soon as reasonably practicable after it receives notice of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except Claim (it being understood that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice of such Claim to the Indemnitor within a reasonable time after the commencement Indemnitee receives notice of any such action shall not affect Claim, will relieve the Indemnitor of its indemnification obligations under Section 12.1 or limit 12.2, as applicable, with respect to such Claim only to the extent such failure is prejudicial to the Indemnitor’s duty ability to defend such action but shall relieve Claim); (b) permit the Indemnitor to assume direction and control of liability the defense of the Claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request Indemnitee; and expense, the Indemnitee shall (c) cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of the Claim, as requested by the Indemnitor (at the expense of the Indemnitor). If the Indemnitor does not assume control of such defense within [***] days after receiving notice of the Claim from the Indemnitee, the Indemnitee will control such defense and, without limiting the Indemnitor’s indemnification obligations, the Indemnitor will reimburse the Indemnitee for all documented costs, including reasonable attorney fees, incurred by the Indemnitee in defending itself within [***] days after receipt of any action, claim or liability covered invoice therefor from the Indemnitee. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense will keep the other Party advised of the status of such Claim and the defense thereof and will consider recommendations made by this indemnification and provide full information the other Party with respect thereto. Subject The Indemnitee will not agree to any settlement of such Claim without the prior written consent of the Indemnitor, which will not be unreasonably withheld, delayed or conditioned. The Indemnitor will not agree to any settlement of such 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, that imposes any liability or obligation on the Indemnitee or that acknowledges fault by the Indemnitee’s fulfillment ; in each case, without the prior written consent of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitee.

Procedure. A The party seeking indemnification (the “"Indemnitee”") that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “"Indemnitor”") of any lossClaim against Indemnitee within fifteen (15) business days after it has notice of such Claim, claimbut failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), damagewithin ten (10) days after Indemnitee gives Indemnitor written notice of the same, liability or action in respect of which the then Indemnitee intends to claim may settle such indemnificationClaim, and Indemnitor's liability to Indemnitee shall be conclusively established by such settlement, the Indemnitor amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to participate inemploy its own counsel in any such case, and, to but the extent fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor so desires, to assume sole Control of in connection with the defense thereof with of such action, (b) Indemnitor shall not have employed counsel mutually satisfactory to direct the partiesdefense of such action, including or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to settle direct the action on behalf defense of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action or of Indemnitee), in any of which events such fees and expenses shall not affect or limit be borne by Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party that intends to claim indemnification under Section 8.1 or Section 8.2 (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to the partiesParties, including including, the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s 's prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee Indemnitee, or imposes any obligation on the Indemnitee other than a monetary obligation, or otherwise adversely affects Indemnitee, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill full such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall will not affect or limit impair Indemnitor’s 's duty to defend such action but shall will relieve Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is prejudiced materially prejudiced by the delay. At the Indemnitor’s 's request and expensecost, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s 's fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (Indemnitee, or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) , in connection with such claim.. If there is a claim regarding infringement, violation or misappropriation of Intellectual Property that is subject to indemnification under this Section 8, the Parties agree to cooperate in good faith, at the Indemnitor's expense, to evaluate the claim and, if possible and commercially reasonable, implement a plan to mitigate such claim by reasonable and appropriate means (including potentially modifying the Licensed Product and/or Photovoltaic Fabrication Facilities). EXHIBIT 10.5 Article 9

Procedure. A party (a) In the “Indemnitee”) event that intends to claim indemnification under this Section 9 any Person shall promptly notify the other party (the “Indemnitor”) of incur or suffer any loss, claim, damage, liability or action Damages in respect of which indemnification may be sought hereunder, the Indemnitee intends party seeking to be indemnified hereunder (the "Indemnitee") may assert a claim such indemnification, and for indemnification by written notice (the Indemnitor shall have the right to participate in, and, "Notice") to the extent party from whom indemnification is being sought (the Indemnitor so desires"Indemnitor"), to assume sole Control stating the nature and basis of such claim. In the case of Damages arising or which may arise by reason of any third-party claim, promptly after receipt by an Indemnitee of written notice of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to assertion or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any Action with respect to any matter in respect of which indemnification may be sought by such action party hereunder, the Indemnitee shall give Notice to the Indemnitor and shall thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not affect or limit Indemnitor’s duty to defend such action but shall relieve the Indemnitor of liability to the Indemnitee solely any of its obligations hereunder, except to the extent that the Indemnitor is materially prejudiced by such failure. In case any such Action is brought against any Indemnitee, the delayIndemnitor shall be entitled to assume the defense thereof, by written notice of its intention to do so to the Indemnitee within 30 days after receipt of the Notice, in which event the Indemnitor shall assume all past and future responsibility for such Action, including reimbursing the Indemnitee for all prior reasonable legal expenses in connection therewith. At If the Indemnitor’s request Indemnitor shall assume the defense of such Action, it shall not settle such Action without the consent of the Indemnitee unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee from all liability with respect to such Action. As long as the Indemnitor is contesting any such Action in good faith and expenseon a timely basis, the Indemnitee shall cooperate fully with not pay or settle any claims brought under such Action. Notwithstanding the assumption by the Indemnitor and its legal representatives in of the investigation and defense of any actionAction as provided in this subsection, claim the Indemnitee shall be permitted to participate in the defense of such Action and to employ counsel at its own expense; provided, however, that if the defendants in any Action shall include both an Indemnitor and any Indemnitee and such Indemnitee shall have reasonably concluded that counsel selected by the Indemnitor has a conflict of interest because of the availability of different or liability covered by this indemnification and provide full information with respect thereto. Subject additional defenses to such Indemnitee, such Indemnitee shall have the Indemnitee’s fulfillment right to select separate counsel to participate in the defense of such Action on its obligations under this Section 9.3behalf, at the expense of the Indemnitor; provided that the Indemnitor shall not be obligated to pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimexpenses of more than one separate counsel for all Indemnitees.

Procedure. A party (the “Indemnitee”) The Party that intends to claim indemnification under this Section 9 Article (the "Indemnitee") shall promptly notify the other party indemnifying Party (the “"Indemnitor”") of or any loss, claim, damage, liability or action in with respect of to which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee whether or not such claim is rightfully brought; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms fees and expenses to be paid by the Indemnitor deems desirable in if Indemnitor does not assume the exercise defense, or if representation of its sole discretion, except that 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 person represented by such counsel in such proceedings. The indemnity agreement in this Article shall notnot apply to amounts paid in settlement of any loss, without the Indemnitee’s prior written consentclaim, settle any such claim damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, only if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. The Indemnitor shall not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interest of the Indemnitee without the express consent of the Indemnitee. The Indemnitee under this Article, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense investigations of any action, claim or liability covered by this indemnification indemnification. The Indemnitee shall keep the Indemnitor informed of any investigation and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against have the Indemnitee (or payable by right to review and comment on the Indemnitee pursuant to a settlement agreement entered into by conduct of the Indemnitor) in connection with such claiminvestigation.

Procedure. A party (the “Indemnitee”) The Party that intends to claim indemnification under this Section 9 Article (the "Indemnitee") shall promptly notify the other party indemnifying Party (the “"Indemnitor”") of or any loss, claim, damage, liability or action in with respect of to which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee whether or not such claim is rightfully brought; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms fees and expenses to be paid by the Indemnitor deems desirable in if Indemnitor does not assume the exercise defense, or if representation of its sole discretion, except that 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 person represented by such counsel in such proceedings. The indemnity agreement in this Article shall notnot apply to amounts paid in settlement of any loss, without the Indemnitee’s prior written consentclaim, settle any such claim damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, only if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. The Indemnitor shall not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interest of the Indemnitee without the express consent of the Indemnitee. The Indemnitee under this Article, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense investigations of any action, claim or liability covered by this indemnification indemnification. The Indemnitee shall keep the Indemnitor informed of any investigation and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against have the Indemnitee (or payable by right to review and comment on the Indemnitee pursuant to a settlement agreement entered into by conduct of the Indemnitor) in connection with such claim.investigation. CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED

Procedure. A party The Party entitled to indemnity under the foregoing Section 6.1 or 6.2, as applicable (the “IndemniteeIndemnified Party”) that intends to claim indemnification under this Section 9 shall (i) promptly notify the other party Party obligated to provide such indemnity under such Section 6.1 or 6.2, as applicable (the “Indemnitor”) in writing of the pending or threatened Action subject to such indemnity (the “Indemnified Action”) as soon as reasonably practicable after the Indemnified Party first becomes aware of such Indemnified Action, (ii) give the Indemnitor sole control of any loss, claim, damage, liability or action in respect defense and settlement of which the Indemnitee intends to claim such indemnificationIndemnified Action, and (iii) give, and shall cause the PDF Indemnitees (if Advantest is the Indemnitor shall have under Section 6.1) or the right Advantest Indemnitees (if PDF is the Indemnitor under Section 6.2) (the “Indemnitees”) to participate in, andgive, to the extent Indemnitor reasonable assistance requested by the Indemnitor so desires, to assume sole Control of the defense thereof in connection with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to defense or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, settlement; provided that the Indemnitor shall pay any damagesreasonable and necessary out-of-pocket costs incurred by the Indemnitees for such assistance. The Indemnitor shall not make, costs without the Indemnified Party’s express prior written consent, any admission, settlement or concession that may interfere or negatively impact any right, title or interest of an Indemnitee or obligate an Indemnitee other amounts awarded than the obligation to pay any Losses for which the Indemnitor is obligated to indemnify the Indemnitee. The Indemnitor will not be liable for the settlement of an Indemnified Action by an Indemnitee without the Indemnitor’s prior written consent unless the Indemnitor breaches its duty to defend hereunder regarding such Action. If any Indemnified Action against the Indemnitee (or payable by Indemnitees involves Losses subject to indemnity hereunder as well as other Losses, the Indemnitee pursuant Indemnitor shall nonetheless be fully responsible for defending, indemnifying and holding the Indemnitees harmless to a settlement agreement entered into by the Indemnitor) extent of those Losses that are subject to indemnity hereunder and shall provide reasonable cooperation to the Indemnitees’ counsel with respect to such other Losses asserted in connection with such claimthe same Action.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 10 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of Claim for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of and control the defense and/or settlement thereof with counsel mutually satisfactory to selected by the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 10 with respect thereto. The indemnity obligations under this Section 10 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the extent the Indemnitor is materially prejudiced by the delay. At prior express written consent of the Indemnitor’s request , which consent shall not be unreasonably withheld or delayed. The Indemnitor may not settle or 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 employees and agents, shall at the Indemnitor's expense, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim10.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section Article 9 (the "INDEMNITEE") shall promptly notify the other party indemnifying Party (the “Indemnitor”"INDEMNITOR") of any loss, claimliability, damage, liability expense, claim, demand, action or action other proceeding in respect of which the Indemnitee intends or any of its affiliates intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without fees and expenses to be paid by the Indemnitee’s prior written consent. The indemnity provisions in this Article 9 shall not apply to amounts paid in settlement of any loss, settle any such claim liability, damage, expense, claim, demand, action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 9. The Indemnitor may not settle the Indemnitor is action or otherwise consent to an adverse judgment in action or other proceeding that materially prejudiced by diminishes the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Article 9 and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.