Common use of Adjudication or Arbitration Clause in Contracts

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ Controls, Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ Controls, Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the Irish Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action or proceeding in the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court. (ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification sought, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee If Covered Person has not received full indemnification within thirty days or an Expense Advance after making a demand or request in accordance with Section 4(a) the terms of this Deed (a “Nonpayment”), Indemnitee Covered Person shall have the right to enforce its indemnification rights under this Agreement Deed by commencing litigation in any a court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) in each case seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee Covered Person in any such litigation shall be binding on ▇▇▇▇▇▇▇ Controlsthe Company, Tyco Pentair Management Company and IndemniteeCovered Person. The remedy provided for in this Section 4 4(b) shall be in addition to any other remedies available to Indemnitee Covered Person at law or in equity. ▇▇▇▇▇▇▇ ControlsThe Company, Tyco Pentair Management Company and Indemnitee Covered Person hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Deed shall be brought only in the Applicable Court and not in any court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of the Irish Applicable Court for purposes of any action or proceeding arising out of or in connection with this AgreementDeed, (BC) waive any objection to the laying of venue of or any such action or proceeding in the Irish Applicable Court, and (CD) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Applicable Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court. (ii) Alternatively, in the case of a Nonpayment, IndemniteeCovered Person, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement Deed that Indemnitee Covered Person is not entitled to indemnificationindemnification or an Expense Advance, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee Covered Person shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls the Company shall have the burden of proving Indemnitee Covered Person is not entitled to indemnificationindemnification or Expense Advance, as the case maybe. If Covered Person commences a judicial proceeding or arbitration pursuant to this Section 4(b), Covered Person shall not be required to reimburse the Company for any advances pursuant to Section 2(d) until a final determination is made with respect to Covered Person’s entitlement to an Expense Advance (as to which all rights of appeal have been exhausted or lapsed). (iv) In the event that IndemniteeCovered Person, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this AgreementDeed, and it is determined if Covered Person prevails in said judicial adjudication whole or arbitration that Indemnitee is entitled to receive all of the indemnification soughtin part in such action, Indemnitee Covered Person shall be entitled to recover from ▇▇▇▇▇▇▇ Controlsthe Company, and shall be indemnified by ▇▇▇▇▇▇▇ Controls the Company against, any and all Expenses actually and reasonably incurred by him Covered Person in so enforcing his or her rights under, or so recovering damages for breach of, this Deed, in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee ▇▇▇▇▇▇▇▇▇▇ has not received full indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ Controls, Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ Controls, Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the Irish Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action or proceeding in the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court. (ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification sought, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (ia) Regardless of any action by the Reviewing Party, if the Indemnitee has not received in full the requested indemnification within thirty days after making a demand or request in accordance with Section 4(a) ‎5.1 (a “NonpaymentNon-payment”), the Indemnitee shall have the right to enforce its his or her indemnification rights under this Agreement by commencing litigation in any court located in the country courts of Ireland (an the “Irish CourtCourts”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ Controls, Tyco Management Strongbridge and the Indemnitee. The remedy provided for in this Section 4 ‎5 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ Controls, Tyco Management Strongbridge and the Indemnitee hereby irrevocably and unconditionally (Ai) consent to submit to the non-exclusive jurisdiction of the Irish Court Courts for purposes of any action action, suit, litigation or proceeding arising out of or in connection with this Agreement, (Bii) waive any objection to the laying of venue of any such action action, suit, litigation or proceeding in the Irish CourtCourts, and (Ciii) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court.any (iib) Alternatively, in the case of a NonpaymentNon-payment, the Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iiic) In the event that a determination shall have been made pursuant to Section 4(a‎5.2(a) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b‎5.2(c) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls ‎5.2 Strongbridge shall have the burden of proving the Indemnitee is not entitled to indemnification. (ivd) In the event that the Indemnitee, pursuant to this Section 4(b)‎5.2, seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive all or any part of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsStrongbridge, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Strongbridge against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee If Covered Person has not received full indemnification within thirty days or an Expense Advance after making a demand or request in accordance with Section 4(a) the terms of this Deed (a “Nonpayment”), Indemnitee Covered Person shall have the right to enforce its indemnification rights under this Agreement Deed by commencing litigation in any a court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) in each case seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee Covered Person in any such litigation shall be binding on ▇▇▇▇▇▇▇ Controlsthe Company, Tyco Management Company and IndemniteeCovered Person. The remedy provided for in this Section 4 4(b) shall be in addition to any other remedies available to Indemnitee Covered Person at law or in equity. ▇▇▇▇▇▇▇ ControlsThe Company, Tyco Management Company and Indemnitee Covered Person hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Deed shall be brought only in the Applicable Court and not in any court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of the Irish Applicable Court for purposes of any action or proceeding arising out of or in connection with this AgreementDeed, (BC) waive any objection to the laying of venue of or any such action or proceeding in the Irish Applicable Court, and (CD) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Applicable Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court. (ii) Alternatively, in the case of a Nonpayment, IndemniteeCovered Person, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement Deed that Indemnitee Covered Person is not entitled to indemnificationindemnification or an Expense Advance, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee Covered Person shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls the Company shall have the burden of proving Indemnitee Covered Person is not entitled to indemnificationindemnification or Expense Advance, as the case maybe. If Covered Person commences a judicial proceeding or arbitration pursuant to this Section 4(b), Covered Person shall not be required to reimburse the Company for any advances pursuant to Section 2(d) until a final determination is made with respect to Covered Person’s entitlement to an Expense Advance (as to which all rights of appeal have been exhausted or lapsed). (iv) In the event that IndemniteeCovered Person, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this AgreementDeed, and it is determined if Covered Person prevails in said judicial adjudication whole or arbitration that Indemnitee is entitled to receive all of the indemnification soughtin part in such action, Indemnitee Covered Person shall be entitled to recover from ▇▇▇▇▇▇▇ Controlsthe Company, and shall be indemnified by ▇▇▇▇▇▇▇ Controls the Company against, any and all Expenses actually and reasonably incurred by him Covered Person in so enforcing his or her rights under, or so recovering damages for breach of, this Deed, in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ ControlsTyco International plc, Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ ControlsTyco International plc, Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the Irish Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action or proceeding in the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court. (ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls Tyco International plc shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification sought, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsTyco International plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Tyco International plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsTyco International plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Tyco International plc against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, Tyco Management Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, Tyco Management Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the all Irish Court Courts for purposes of any action action, suit, litigation, proceeding or proceeding arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action action, suit, litigation, proceeding or proceeding arbitration in the any Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action action, suit, litigation, proceeding or proceeding arbitration brought in the any Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action action, suit, litigation, proceeding or proceeding arbitration in any other court. (ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification sought, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification to which Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ ControlsCovidien plc, Tyco Management Covidien Ltd. and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ ControlsCovidien plc, Tyco Management Covidien Ltd. and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the Irish Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action or proceeding in the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court. (ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls Covidien plc shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification sought, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsCovidien plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Covidien plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsCovidien plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Covidien plc against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee ▇▇▇▇▇▇▇▇▇▇ has not received in full the requested indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, Tyco Management Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, Tyco Management Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the all Irish Court Courts for purposes of any action action, suit, litigation, proceeding or proceeding arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action action, suit, litigation, proceeding or proceeding arbitration in the any Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action action, suit, litigation, proceeding or proceeding arbitration brought in the any Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action action, suit, litigation, proceeding or proceeding arbitration in any other court. (ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls ), Mallinckrodt plc shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification sought, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Mallinckrodt plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (ia) Regardless of any action by the Reviewing Party, if the Indemnitee has not received full indemnification to which the Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) 4.1 (a “Nonpayment”), the Indemnitee shall have the right to enforce its indemnification rights under this Agreement Deed by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ Controls, Tyco Management Strongbridge Biopharma plc and the Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ Controls, Tyco Management Strongbridge Biopharma plc and the Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive nonexclusive jurisdiction of the Irish Court for purposes of any action or proceeding arising out of or in connection with this AgreementDeed, (B) waive any objection to the laying of venue of any such action or proceeding in the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement Deed shall limit any right the Indemnitee may have under applicable law to bring any action or proceeding in any other court. (iib) Alternatively, in the case of a NonpaymentNon-payment, the Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iiic) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement Deed that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls 4.2 Strongbridge Biopharma plc shall have the burden of proving Indemnitee is not entitled to indemnification. (ivd) In the event that Indemnitee, pursuant to this Section 4(b)4.2, seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this AgreementDeed, and it is determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsStrongbridge Biopharma plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Strongbridge Biopharma plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsStrongbridge Biopharma plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Strongbridge Biopharma plc against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee ▇▇▇▇▇▇▇▇▇▇ has not received full indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement Deed by commencing litigation in in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ Controls, Tyco Management the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ Controls, Tyco Management The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Deed shall be brought only in Irish Courts and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of the Irish Court Courts for purposes of any action or proceeding arising out of or in connection with this AgreementDeed, (BC) waive any objection to the laying of venue of or any such action or proceeding in the any Irish Court, Court and (CD) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the any Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court. (ii) Alternatively, in the case of a Nonpayment, Nonpayment Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) 3 of this Agreement Deed that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls the Company shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification soughtDeed, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controlsthe Company, and shall be indemnified by ▇▇▇▇▇▇▇ Controls the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controlsthe Company, and shall be indemnified by ▇▇▇▇▇▇▇ Controls the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, Tyco Management Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, Tyco Management Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the all Irish Court Courts for purposes of any action action, suit, litigation, proceeding or proceeding arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action action, suit, litigation, proceeding or proceeding arbitration in the any Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action action, suit, litigation, proceeding or proceeding arbitration brought in the any Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action action, suit, litigation, proceeding or proceeding arbitration in any other court. (ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) ▇▇▇▇▇▇▇ Controls ), Mallinckrodt plc shall have the burden of proving Indemnitee is not entitled to indemnification. (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification sought, Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ ControlsMallinckrodt plc, and shall be indemnified by ▇▇▇▇▇▇▇ Controls Mallinckrodt plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from ▇▇▇▇▇▇▇ Controls, and shall be indemnified by ▇▇▇▇▇▇▇ Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.