Common use of Claims Clause in Contracts

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoever.

Claims. Each Eagle (a) At the time when any Indemnified Party and Sandoz Indemnified Party learns of any potential claim under this Agreement (a “Indemnified PartyClaim”) agrees against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to give the indemnifying party; provided that the failure to so notify the indemnifying party prompt written notice shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of any matter upon which the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party intends relating to base a claim for indemnification Third-Party Claim (an “Indemnity Claim”) as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article 15. In VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the event Indemnified Party shall in good faith determine that an Indemnity Claim such claim is brought not frivolous and that the Indemnified Party may be liable for, or made against both partiesotherwise incur, then each a Loss as a result thereof. (b) The indemnifying party will have the right to shall be represented by counsel entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Notwithstanding Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third-Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the indemnifying party in such defense and make available to the indemnifying party and its counselparty, at all reasonable times during normal business hoursthe indemnifying party’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Two Harbors’ consent.

Claims. Each Eagle (i) At the time when any Indemnified Party and Sandoz Indemnified Party learns of any potential claim under this Agreement (a “Indemnified PartyClaim”) agrees against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to give the indemnifying party; provided that the failure to so notify the indemnifying party prompt written notice shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of any matter upon which the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party intends relating to base a claim for indemnification Third-Party Claim (an “Indemnity Claim”) as defined below); provided that failure to do so shall not prevent recovery under this Article 15Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. In Any Indemnified Party may at its option demand indemnity under this Agreement as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the event Indemnified Party shall in good faith determine that an Indemnity Claim such claim is brought not frivolous and that the Indemnified Party may be liable for, or made against both partiesotherwise incur, then each a Loss as a result thereof. (ii) The indemnifying party will have the right to shall be represented by counsel entitled, at its own expense, to elect, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Notwithstanding Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third-Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the indemnifying party in such defense and make available to the indemnifying party and its counselparty, at all reasonable times during normal business hoursthe indemnifying party’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of NREF as a real estate investment trust within the meaning of Section 856 of the Code, then NREF shall make such decision to compromise or settle the Third-Party Claim without the need to obtain the Contributors’ consent.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice As promptly as is reasonably practicable after becoming aware of any matter upon which such Indemnified Party intends to base a claim for indemnification under this Agreement not involving a claim, or the commencement of any suit, action or Proceeding, of the type described in Section 12.7, the Indemnified Person shall give written notice to the Indemnifying Person of such claim, which notice shall specify the material facts alleged to constitute the basis for such claim, including, if applicable, the representations, warranties, covenants and obligations alleged to have been breached, if known, and the amount (an “Indemnity Claim”if known) that the Indemnified Person seeks hereunder from the Indemnifying Person, together with such information (to the extent known by the Indemnified Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply; provided, that, the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Article 15XII except to the extent (if any) that the Indemnifying Person demonstrates that it has been prejudiced thereby. In Unless it would reasonably be expected that the event that an Indemnity Claim is brought or made against both partiesIndemnified Person will be prejudiced by such two-week delay, then for a period of at least two weeks from the date the Indemnifying Person receives the written notice of a claim pursuant to this Section 12.6, the Indemnified Person and the Indemnifying Person shall consult with each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense other regarding resolution of such Indemnity Claim including without limitation the settlement thereof All expenses of claim and attempt to resolve such suit, claim claim; provided that neither party shall be obligated to take or proceeding, including the settlement and the payment of refrain from taking any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely action to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and enforce its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverrights.

Claims. Each Eagle Upon receipt by an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter upon for which such Indemnified Party intends is indemnified under this Article 6 (notwithstanding the application of any threshold or cap) which has or is reasonably expected to base give rise to a claim for indemnification Losses, the Indemnified Party shall as soon as practicable, in the case of a ▇▇▇▇▇▇▇ Indemnified Party, notify Stratus and in the case of a Stratus Indemnified Party, notify ▇▇▇▇▇▇▇ (an Stratus or ▇▇▇▇▇▇▇, as the case may be, the “Indemnity ClaimIndemnifying Party”) under this Article 15), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In The Indemnifying Party shall have 30 days after receipt of notice to elect, at its option, to assume and control the event that an Indemnity Claim is brought or made against both partiesdefense of, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoingexpense and by its own counsel, in the event that any such Indemnity Third Party Claim relates solely and shall be entitled to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement assert any and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make all defenses available to the indemnifying party Indemnified Party to the fullest extent permitted under requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counselcounsel in the compromise of, at all reasonable times during normal business hoursor defense against, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitThird Party Claim; provided, claim however, that the Indemnifying Party shall not settle, compromise or proceeding. The indemnifying party will obtain discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party prior (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to settlingbe paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Stratus Indemnified Parties or the ▇▇▇▇▇▇▇ Indemnified Parties, ceasing as applicable, from all liability with respect thereto. Notwithstanding an election to defend assume the defense of such action or otherwise disposing of any Indemnity Claim if as a result thereof proceeding, the Indemnified Party would become subject shall have the right to injunctive employ separate counsel and to participate in the defense of such action or other equitable relief proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (a) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the business of counsel selected by the Indemnifying Party inappropriate or (b) Indemnifying Party shall have authorized the Indemnified Party would to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be adversely affected borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any manner whatsoeverother right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. Each Eagle (a) Upon receipt by an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written of notice of any a Third Party Claim with respect to a matter upon for which such Indemnified Party intends is indemnified under this ARTICLE IX which has given, or is reasonably expected to base give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Purchaser Indemnified Party, notify Seller, and, in the case of a Seller Indemnified Party, notify Purchaser (Seller or Purchaser, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (an “Indemnity Claim”b) under this Article 15. In The Indemnifying Party shall have ten (10) Business Days after receipt of notice to elect, at its option, to assume and control the event that an Indemnity Claim is brought or made against both partiesdefense of, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoingexpense and by its own counsel, in the event that any such Indemnity Claim relates solely Third Party Claim, and shall be entitled to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement assert any and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make all defenses available to the indemnifying party Indemnified Party to the fullest extent permitted under Requirements of Law. (c) If the Indemnifying Party shall undertake to compromise any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counselcounsel in the compromise of, at all reasonable times during normal business hoursor defense against, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitThird Party Claim; provided, claim however, that the Indemnifying Party shall not settle, compromise or proceeding. The indemnifying party will obtain discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party prior (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to settlingbe paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnified Parties or Seller Indemnified Parties, ceasing as applicable, from all liability with respect thereto. (d) Notwithstanding an election to defend or otherwise disposing assume the defense of any Indemnity Claim if as a result thereof action or proceeding, the Indemnified Party would become subject shall have the right to injunctive employ separate counsel and to participate in the defense of such action or other equitable relief proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the business of counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party would to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be adversely affected borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any manner whatsoeverother right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. (a) At the time when either of the Consolidated Entities learns of any potential claim under this Agreement (an “Escrow Claim”) against the Principals, it will promptly give written notice (a “Claim Notice”) to the Principals and the Escrow Agent; provided that, without limiting Section 2.01, the failure to so notify the Principals or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the Principals shall have been materially prejudiced by such failure. Each Eagle Claim Notice shall describe in reasonable detail the facts known to the Principals giving rise to such Escrow Claim. The Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and Sandoz documents (including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that, without limiting Section 2.01, failure to do so shall not prevent recovery under this Agreement, except to the extent that the Principals shall have been materially prejudiced by such failure. (b) The Principals shall be entitled, at their own expense, to elect in accordance with Section 4.06 below, to assume and control the defense of any Escrow Claim based on claims asserted by third parties (“Indemnified PartyThird Party Claims”) agrees ), through counsel chosen by the Principals and reasonably acceptable to the REIT, if they give the indemnifying party prompt written notice of any matter upon which their intention to do so to the Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel defense at its their own expense. Notwithstanding Without limiting the foregoing, in the event that the Principals exercise the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the Principals in such defense and make available to the indemnifying party and its counselPrincipals, at all reasonable times during normal business hoursthe Principals’ expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principals. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principals, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingThird Party Claim is released from all liability with respect to such Third Party Claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such Third Party Claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third Party Claim without the need to obtain the Principals’ consent.

Claims. Each Eagle Upon receipt by an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a "Third Party Claim") with respect to a matter upon for which such Indemnified Party intends is indemnified under this Article X which has or is expected to base give rise to a claim for indemnification Losses, the Indemnified Party shall promptly, in the case of a Purchaser Indemnified Party, notify Parent and in the case of a Sellers Indemnified Party, notify Purchaser (Parent or Purchaser, as the case may be, the "Indemnifying Party"), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (i) describe such Third Party Claim in reasonable detail as is practicable including the sections of this Agreement which form the basis for such claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, (ii) attach copies of all material written evidence thereof and (iii) set forth the estimated amount of the Losses that have been or may be sustained by an “Indemnity Claim”Indemnified Party. The Indemnifying Party shall have thirty (30) under this Article 15. In days after receipt of notice to elect, at its option, to assume and control the event that an Indemnity Claim is brought or made against both partiesdefense of, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoingexpense and by its own counsel, in the event that any such Indemnity Third Party Claim relates solely and shall be entitled to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement assert any and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make all defenses available to the indemnifying party Indemnified Party to the fullest extent permitted by applicable Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counselcounsel in the compromise of, at all reasonable times during normal business hoursor defense against, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitThird Party Claim; provided, claim however, that the Indemnifying Party shall not settle, compromise or proceeding. The indemnifying party will obtain discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party prior (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to settlingbe paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnified Parties or the Sellers Indemnified Parties, ceasing as applicable, from all liability with respect thereto. Notwithstanding an election to defend assume the defense of such action or otherwise disposing of any Indemnity Claim if as a result thereof proceeding, the Indemnified Party would become subject shall have the right to injunctive employ separate counsel and to participate in the defense of such action or other equitable relief proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the business of counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party would to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X and keep such Persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be adversely affected borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any manner whatsoeverother right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. Each Eagle Whenever any claim shall arise for indemnification hereunder (a "Claim"), the party entitled to indemnification (the "Indemnified Party") shall promptly give written notice to the party obligated to provide indemnity (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party and Sandoz against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated. If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (“i) if said Claim is liquidated, then payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party”, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) agrees within twenty (20) days after the giving of said second notice, payment of such Claim to give the indemnifying party prompt written notice Indemnified Party shall be made by the Indemnifying Party. If the Indemnifying Party shall not have made payment to the Indemnified Party of any matter upon which such Claim when said payment is due, then the Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to be represented by counsel at its own expensetake any and all actions required to collect from the Indemnifying Party the amount of such Claim. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Any portion of the defense amount of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely Damages asserted by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior in connection with a Claim shall, if not objected to settlingby the Indemnifying Party in accordance with the procedures established herein, ceasing be considered to defend be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or otherwise disposing the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any Indemnity Claim if settlement or compromise or on submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would thereof, shall be adversely affected in any manner whatsoeverpaid and satisfied as provided herein.

Claims. Each Eagle (i) At the time when any Indemnified Party and Sandoz Indemnified Party learns of any potential claim under this Agreement (a “Indemnified PartyClaim”) agrees against an indemnifying party, it will promptly give written notice (a “Claim Notice”) to give the indemnifying party; provided that the failure to so notify the indemnifying party prompt written notice shall not prevent recovery under this Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of any matter upon which the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party intends relating to base a claim for indemnification Third-Party Claim (an “Indemnity Claim”) as defined below); provided that failure to do so shall not prevent recovery under this Article 15Agreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. In Any Indemnified Party may at its option demand indemnity under this Agreement as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the event Indemnified Party shall in good faith determine that an Indemnity Claim such claim is brought not frivolous and that the Indemnified Party may be liable for, or made against both partiesotherwise incur, then each a Loss as a result thereof. (ii) The indemnifying party will have the right to shall be represented by counsel entitled, at its own expense, to elect, to assume and control the defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Notwithstanding Without limiting the foregoing, in the event that the indemnifying party exercises the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third-Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the indemnifying party in such defense and make available to the indemnifying party and its counselparty, at all reasonable times during normal business hoursthe indemnifying party’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would be adversely affected in that is party to such claim or any manner whatsoeverof its Affiliates.

Claims. Each Eagle (a) All claims for indemnification by an Indemnified Party and Sandoz pursuant to this Section 14 shall be made in accordance with the provisions of this Section 14 and, if applicable, the Escrow Agreement. (b) If an Indemnified Party (“has incurred or suffered Damages for which it is entitled to indemnification under this Section 14, such Indemnified Party”) agrees Party shall, prior to the expiration of the representation, warranty, covenant or agreement to which such claim relates, give the indemnifying party prompt written notice of any matter upon which such claim (a "Claim Notice") to the Stockholders' Representatives, in the case of a claim by a LeukoSite Indemnified Party, or to LeukoSite, in the case of a claim by a Company Indemnified Party intends to base (the Stockholders or LeukoSite, as the case may be, the "Indemnifying Party"). Each Claim Notice shall state the amount of claimed Damages (the "Claimed Amount"), if known, and the basis for such claim. (c) Within 20 days after delivery of a claim Claim Notice, the Indemnifying Party (who for indemnification (an “Indemnity Claim”) under purposes of this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to Section 14 shall be represented by counsel at its own expense. Notwithstanding the foregoing, Stockholders' Representatives in the event case of a claim by a LeukoSite Indemnified Party) shall provide to the Indemnified Party a written response (the "Response Notice") in which the Indemnifying Party shall: (i) agree that all of the Claimed Amount is owed to the Indemnified Party, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is owed to the Indemnified Party, or (iii) contest that any of the Claimed Amount is owed to the Indemnified Party. The Indemnifying Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such Indemnity Claim relates solely portion of the Claimed Amount does not constitute Damages for which the Indemnified Party is entitled to causes covered indemnification under this Section 14. If no Response Notice is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (d) If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Claimed Amount to be paid in the manner set forth in this Section 15.1 hereof14. If the Indemnifying Party in the Response Notice agrees that part, then Eagle will but not all, of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Agreed Amount set forth in such Response Notice to be paid in the manner set forth in this Section 14. (e) The Indemnified Party shall give prompt written notification to the Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Section may be sought; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume full control of the defense of such Indemnity Claim including without limitation action, suit or proceeding with counsel reasonably satisfactory to the settlement thereof All expenses Indemnified Party, provided (i) the Indemnifying Party acknowledges in writing to the Indemnified Party, on behalf of the Indemnifying Party, that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such action, suit or proceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Section 14, (ii) the third party seeks monetary damages only, and (iii) an adverse resolution of the third party's claim would not have a material adverse effect on the goodwill or the reputation of the Indemnified Party or the business, operations or future conduct of the Indemnified Party. If the Indemnifying Party does not so assume control of such suitdefense, claim the Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying parties and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, including the settlement reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the payment of any damages thereof, will be borne solely defense thereof and shall consider in good faith recommendations made by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandozother party with respect thereto. The Indemnified Party will make available shall not agree to any settlement of such action, suit or proceeding without the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records prior written consent of the other party relating to such suitIndemnifying Party, claim which shall not be unreasonably withheld or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceedingdelayed. The indemnifying party will obtain Indemnifying Party shall not agree to any settlement of or the entry of a judgment in any action, suit or proceeding without the prior written consent of the Indemnified Party prior Party, which shall not be unreasonably withheld (it being understood that it is reasonable to settlingwithhold such consent if, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof among other things, the Indemnified Party would become subject to injunctive or other equitable relief settlement or the business entry of a judgment (A) lacks a complete release of the Indemnified Party would be adversely affected in for all liability with respect thereto or (B) imposes any manner whatsoeverliability or obligation on the Indemnified Party).

Claims. Each Eagle Indemnified Party (a) Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor (an "Action"), such indemnified party shall notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, except to the extent that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. In connection with any Action in which the indemnitor and Sandoz Indemnified Party (“Indemnified Party”) agrees any indemnified party are parties, the indemnitor shall be entitled to give participate therein, and may assume the defense thereof. So long as the indemnifying party prompt written notice is diligently defending in good faith any such Action, the indemnifying party may control the defense thereof; in such event, the indemnified party may participate in the defense of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel Action at its own expense. Notwithstanding Neither the foregoingindemnifying party nor the indemnified party will settle or compromise the Action without the consent of the other, in which consent will not be unreasonably withheld. (b) In the event a Party should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Party seeking indemnification shall promptly send notice of such Indemnity Claim relates solely claim to causes covered the Party from whom indemnification is sought. If the latter does not dispute such claim, the latter shall pay such claim in full within 10 business days. If the latter disputes such claim, such dispute shall be resolved by Section 15.1 hereof, then Eagle will assume full control agreement of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim Parties or proceeding, including the settlement and the payment of in any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. other manner available under law. (c) The Indemnified Party will indemnified party shall make available to the indemnifying party or its representatives all records and its counsel, at all reasonable times during normal business hours, all books other materials reasonably required by them for use in connection with any such claim and records of shall cooperate with the other indemnifying party relating to such suit, claim or proceeding, and each party will render to in the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying all third party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverclaims.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written If any Indemnitee receives notice of any matter upon claim or the commencement of any action or proceeding with respect to which such Indemnified the Indemnifying Party intends is obligated to base provide indemnification pursuant to Section 5.1, the Indemnitee shall promptly give the Indemnifying Party notice thereof. Such notice shall be a claim condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (an “Indemnity Claim”estimated if necessary) under this Article 15of the loss that has been or may be sustained by the Indemnitee. In The Indemnifying Party shall elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel. If the event that an Indemnity Claim is brought Indemnifying Party elects to compromise or made against both partiesdefend such asserted liability, then each party will have it shall within 30 days (or sooner, if the right nature of the asserted liability so requires) notify the Indemnitee of its intent to be represented by counsel do so, and the Indemnitee shall cooperate, at its own expensethe expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may each participate, at its own expense, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandozasserted liability. The Indemnified Party will Indemnitee shall make available to the indemnifying party and its counselIndemnifying Party any books, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief documents within its control that are necessary or the business of the Indemnified Party would be adversely affected in any manner whatsoeverappropriate for such defense.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party In case any Claim is brought by a third party for which a party (the “Indemnifying Party”) is required to indemnify the other party (the “Indemnified Party”) agrees pursuant to give this Section 8, the indemnifying party Indemnified Party shall provide prompt written notice thereof to the Indemnifying Party (provided, however, that any failure or delay in notice shall not excuse the Indemnified Party of its obligations hereunder) of such Claim, and the Indemnifying Party shall assume the defense of such Claim. The parties shall cooperate reasonably with each other in the defense of any matter upon which Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to be represented by participate in the defense of such Claim with counsel of its own choosing at its own expense. Notwithstanding The Indemnifying Party shall not enter into any settlement of any Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) if Indemnified Party’s rights would be directly and materially impaired thereby. Without limiting the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control or threatened Claim of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment infringement involving a portion of any damages thereofSoftware and/or Services provided by Synacor or the Client Materials, will be borne solely by Sandoz. The Indemnified the Indemnifying Party will make available to may (at such party’s option): (i) procure the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim right or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of license for the Indemnified Party prior to settlingcontinue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services or Client Materials, ceasing as the case may be, on commercially reasonable license terms; or (ii) modify or alter (to defend the extent that the Indemnifying Party has rights to so modify or otherwise disposing alter), or delete any such portion of any Indemnity Claim if the Software and/or Services or Client Materials, as a result thereof the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services or Client Materials, as the case may be, that are material to the Indemnified Party would become subject to injunctive Party’s then-current or other equitable relief demonstrably anticipated use hereunder. If options (i) and (ii) are not available on commercially reasonable terms, either party may terminate this Agreement or the business of rights and licenses granted hereunder, and if it is the Indemnified Party would be adversely affected in any manner whatsoeverSynacor Software or Services that are infringing, Synacor will provide reasonable assistance to Client to remove and replace the infringing item.

Claims. Each Eagle Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action include both the Indemnified Party and Sandoz the Indemnifying Party and the Indemnified Party (“Indemnified shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party”) agrees to give , the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel at its own expense. Notwithstanding the foregoingthat such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the event that such Indemnity Claim relates solely a Party is obligated to causes covered by Section 15.1 hereofindemnify and hold the other Party and its successors and assigns harmless under this Article 16, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation amount owing to the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to be the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent amount of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing Party’s damages net of any Indemnity Claim if as a result thereof insurance proceeds received by the Indemnified Party would become subject to injunctive or other equitable relief or the business of following a reasonable effort by the Indemnified Party would be adversely affected in any manner whatsoeverto obtain such insurance proceeds.

Claims. Each Eagle Indemnified (a) Notice of any claim shall be given by the Purchaser, YY Group or the relevant Group Company (as the case may be) to the Vendors within the time limits specified in paragraph 1 of this Schedule and shall not be valid unless it specifies reasonable information in relation to the legal and factual basis of the claim and the evidence on which the Purchaser, YY Group or the relevant Group Company (as the case may be) relies (including, where the claim is the result of or in connection with a Third Party Claim, evidence of the Third Party Claim) and Sandoz Indemnified Party setting out an estimate of the amount of losses which is, or is to be, the subject of the claim (“Indemnified Party”including any losses which are contingent on the occurrence of any future event). (b) agrees Any claim by the Purchaser, YY Group or the relevant Group Company (as the case may be) against the Vendors shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn twelve months after the notice is given unless legal proceedings in respect of the claim have been commenced by being both issued and served. (c) In connection with any matter or circumstance that may give rise to a claim: (i) the Purchaser and YY Group shall allow, and shall procure that the Group Companies allow, the Vendors and their respective financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to the indemnifying party prompt written notice claim and whether and to what extent any amount is payable in respect of any matter upon such claim; and (ii) the Purchaser, YY Group or the relevant Group Company (as the case may be) shall disclose to the Vendors all material of which it is aware which relates to the claim and shall, and shall procure that the Group Companies shall, give all such Indemnified Party intends information and assistance, including access to base a claim premises and personnel, making such personnel available for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both partiesfactual interviews, then each party will have preparation for testimony, giving evidence, producing affidavits and other similar activities, and the right to be represented by counsel at its own expense. Notwithstanding examine and copy or photograph any assets, accounts, documents and records, as the foregoingVendors or their respective financial, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim accounting or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it legal advisers may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverrequest.

Claims. (a) At the time when either the REIT or the Operating Partnership learns of any potential claim for Indemnified Losses under this Agreement (a “Claim”), it will promptly give written notice (a “Claim Notice”) to the Principal; provided that the failure to so notify the Principal shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Each Eagle Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party and Sandoz giving rise to such Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The Principal shall be entitled, at his own expense, to elect to assume and control the defense of any Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Principal and reasonably acceptable to the Indemnified Party”) agrees to give Parties, if the indemnifying party prompt Principal gives written notice of any matter upon which his intention to do so to the REIT within twenty (20) days following the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel defense at its their own expense. Notwithstanding Without limiting the foregoing, in the event that the Principal exercises the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the Principal in such defense and make available to the indemnifying party and its counselPrincipal, at all reasonable times during normal business hoursthe Principal’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third Party Claim without the need to obtain the Principal’s consent.

Claims. Each Eagle Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action include both the Indemnified Party and Sandoz the Indemnifying Party and the Indemnified Party (“Indemnified shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party”) agrees to give , the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs.‌ If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel at its own expense. Notwithstanding the foregoingthat such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the event that such Indemnity Claim relates solely a Party is obligated to causes covered by Section 15.1 hereofindemnify and hold the other Party and its successors and assigns harmless under this Article 16, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation amount owing to the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to be the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent amount of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing Party’s damages net of any Indemnity Claim if as a result thereof insurance proceeds received by the Indemnified Party would become subject to injunctive or other equitable relief or the business of following a reasonable effort by the Indemnified Party would be adversely affected in any manner whatsoeverto obtain such insurance proceeds.

Claims. (a) At the time when the Acquirer learns of any potential claim for Indemnified Losses under this Agreement (a “Claim”), it will promptly give written notice (a “Claim Notice”) to the Principal; provided that the failure to so notify the Principal shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Each Eagle Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party and Sandoz giving rise to such Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The Principal shall be entitled, at his own expense, to elect to assume and control the defense of any Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Principal and reasonably acceptable to the Indemnified Party”) agrees to give Parties, if the indemnifying party prompt Principal gives written notice of any matter upon which his intention to do so to the Acquirer within twenty (20) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel defense at its their own expense. Notwithstanding Without limiting the foregoing, in the event that the Principal exercises the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the Principal in such defense and make available to the indemnifying party and its counselPrincipal, at all reasonable times during normal business hoursthe Principal’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third Party Claim without the need to obtain the Principal’s consent.

Claims. Each Eagle (a) At the time when a New REIT Indemnified Party and Sandoz learns of any Indemnity Claim, New REIT will promptly give written notice (a “Claim Notice”) to the General Partner; provided that the failure to so notify shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Indemnity Claim. New REIT shall deliver to the General Partner, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure. New REIT may, at its option, demand indemnity under this Article 10 as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party”Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) agrees The General Partner shall be entitled to give elect to assume and control the indemnifying party prompt defense of any Third Party Claim, through counsel chosen by the General Partner and reasonably acceptable to New REIT, if it gives written notice of any matter upon which its intention to do so to New REIT within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that New REIT may at all times participate in such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel defense at its own expense. Notwithstanding Without limiting the foregoing, if the General Partner exercises the right to undertake any such defense against a Third Party Claim, New REIT shall cooperate with the General Partner in such defense and make available to the General Partner, at the General Partner’s expense, all witnesses, pertinent records, materials and information in the event that such Indemnity Claim relates solely to causes covered possession of, or under the control of, any New REIT Indemnified Party relating thereto as is reasonably required by Section 15.1 hereof, then Eagle will assume full control of the defense General Partner. No compromise or settlement of such Indemnity Third Party Claim including may be effected by either New REIT, on the one hand, or the General Partner, on the other hand, without limitation the settlement thereof All expenses of such suit, claim other party’s consent (which shall not be unreasonably withheld or proceeding, including the settlement and the payment delayed) unless (i) there is no finding or admission of any damages thereofviolation of Law and no effect on any other claims that may be made against a New REIT Indemnified Party or against the Holdback Fund, will be borne solely by Eagle(ii) each party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of New REIT or any of New REIT’s Affiliates. Notwithstanding the foregoing, in if the event that compromise or settlement of such Indemnity Third Party Claim relates solely could reasonably be expected to causes covered by adversely affect the status of New REIT as a real investment trust within the meaning of Section 15.2 hereof856 of the Code, then Sandoz will assume full control of New REIT shall make such decision to compromise or settle the defense of such Indemnity Third Party Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available need to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of obtain the other party relating party’s consent. All costs and expenses incurred by the General Partner pursuant to such suit, claim or proceeding, and each party will render to this Section 10.2(b) shall be reimbursed from the other party such assistance as it may reasonably require Holdback Fund in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeveraccordance with Section 10.9.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (1) In the event that any action, suit or proceeding is brought against either HD Services or the Company (in this Section, an “Indemnified Party”) agrees to in respect of which indemnity may be sought against the other Party (in this Section, an “Indemnifying Party”) in accordance with Section 5.02 or 5.05 as the case may be, the Indemnified Party shall give the indemnifying party Indemnifying Party prompt written notice of any matter upon such action, suit or proceeding of which the Indemnified Party has knowledge and the Indemnifying Party shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such Indemnified Party, and make payment of all expenses. (2) No admission of liability and no settlement of any action, suit or proceeding shall be made without the consent of the Indemnifying Party intends and the Indemnified Parties affected, such consent not to base a claim for indemnification be unreasonably withheld. (3) Notwithstanding that the Indemnifying Party shall undertake the investigation and defence of any action, suit or proceeding, an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will Indemnified Party shall have the right to be represented by employ separate counsel at its own expense. Notwithstanding the foregoingin any such action, suit or proceeding and participate in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefence thereof, then Eagle will assume full control of but the defense of such Indemnity Claim including without limitation the settlement thereof All fees and expenses of such suit, claim or proceeding, including counsel shall be at the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent expense of the Indemnified Party prior unless: (a) employment of such counsel has been authorised by the Indemnifying Party; (b) the Indemnifying Party has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the named parties to settlingany such action, ceasing to defend suit or otherwise disposing of any Indemnity Claim if as a result thereof proceeding include both the Indemnifying Party and the Indemnified Party would become subject to injunctive or other equitable relief or the business of and the Indemnified Party would shall have been advised by counsel that there may be adversely affected a conflict of interest between the Indemnifying Party and the Indemnified Party; or (d) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party. (4) It is the intention of the parties to constitute each other as trustee for each other’s directors, officers, employees, contractors and agents under this Article 5 and each Party agrees to accept such trust and to hold and enforce such covenants on behalf of its own directors, officers, employees, contractors and agents. (5) For the purposes of this Article 5: (a) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal, administrative, investigative or other; and (b) the right of indemnification conferred hereby shall extend to any manner whatsoeverthreatened action, suit or proceeding. (6) The foregoing rights of indemnification shall not be exclusive of any other rights to which the Indemnified Parties may be entitled as a matter of law or which may be lawfully granted to such Indemnified Parties. (7) Each of the Company (in respect of the policies referenced in Section 5.04(1)(c)) and HD Services (in respect of the policies referenced in Section 9.01) shall use their reasonable commercial endeavours to ensure that the relevant policies of insurance maintained by them contain waivers of subrogation as against one another. (8) The indemnities set out in Section 5.02 or 5.05 shall remain in full force and effect notwithstanding the termination of this Agreement.

Claims. Each Eagle (a) From time to time during the Claims Period, Acquirer may deliver to the Shareholders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Claim Certificate”): (i) stating that an Indemnified Party Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and Sandoz Indemnified Party the nature of the claim to which such Indemnifiable Damages are related. (“Indemnified Party”b) agrees Such Claim Certificate (i) need only specify such information to give the indemnifying party prompt written notice knowledge of such officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any matter upon Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, provided that the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Shareholders’ Agent or the Company Securityholders are materially prejudiced thereby. Acquirer acknowledges that if (A) Acquirer fails to respond to a Third Party Claim by a deadline required pursuant to Applicable Law or a deadline established by the court in which the Third Party Claim was filed (the “Third Party Claim Deadline”), (B) such Indemnified failure to respond by the Third Party intends Claim Deadline results in (1) a default by Acquirer with respect to base the amount claimed in the Third Party Claim, which default prevents Acquirer from contesting the Third Party Claim, (2) judgment entered in favor of the third party in the Third Party Claim and (3) such judgment is final and Acquirer has no ability to appeal such judgment, and (C) Acquirer did not provide a Claim Certificate to the Shareholders’ Agent prior to the Third Party Claim Deadline, then such failure to provide notice shall be deemed to have materially prejudiced the Shareholders’ Agent within the meaning of this Section 9.5(b). (c) Solely with respect to Claim Certificates asserting Indemnifiable Damages with a value greater than $500,000, Acquirer shall deliver such Claim Certificates within 120 days following the date on which Acquirer had actual knowledge of all facts that necessary for Acquirer to make a determination that Acquirer could make a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that all such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverIndemnifiable Damages.

Claims. Each Eagle Indemnified In case any Claim is brought by a third party for which indemnification is or may be made pursuant to this Agreement, the indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party shall provide prompt written notice thereof to the other Party; provided, however, that the failure of the indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within [*] to the time a response is due in such case, claim or proceeding, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense of any matter upon which Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Indemnified Claim, and the indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be represented entitled to prior notice of any settlement of any Claim to be entered into by counsel at its own expensethe other Party and to reasonable approval of a settlement to the extent such Party’s rights would be directly and materially impaired. Notwithstanding Without limiting the foregoing, in the event of any Claim or threatened Claim of infringement involving a portion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will use its best efforts to procure the right or license, on commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such Indemnity Claim relates solely portion of the Software and/or Services, as the case may be, so as to causes covered by Section 15.1 hereofmake such portion non- infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such infringing portion of the Software and/or Services: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such infringing portion; provided that, if the termination of such infringing portion materially impairs the core functionality and/or capabilities of the Software, then Eagle will assume full control such infringement shall be deemed a material breach under this Agreement, and Client may thereafter pursue all of its rights and remedies available under this Agreement and at law or in equity in addition to terminating as to such infringing portion pursuant to this clause (1), or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and Synacor is reasonably exposed to liability from Client’s continued use of such portion of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suitSoftware and/or Services, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoingSynacor may, in its discretion, terminate the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement rights and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating licenses granted hereunder with respect to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverportion; [*].

Claims. Each Eagle Indemnified Party indemnified party shall, promptly after receipt of notice of a Claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the applicable indemnifying party in writing of the Claim or action. If any such Claim or action shall be brought against an indemnified party, and Sandoz Indemnified Party (“Indemnified Party”) agrees to give it shall have notified the indemnifying party prompt thereof, unless based on the written notice advice of any matter upon which counsel to such Indemnified Party intends to base indemnified party a claim for indemnification (an “Indemnity conflict of interest between such indemnified party and indemnifying parties may exist in respect of such Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each the indemnifying party will have shall be entitled to participate therein, and, to the right extent that it wishes, jointly with any other similarly notified indemnifying party, to be represented by counsel at assume the defense thereof. After notice from the indemnifying party to the indemnified party of its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely election to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation or action in accordance with the settlement thereof All expenses of such suitpreceding sentence, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records shall not be liable to the indemnified party under this Article X for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. Any indemnifying party against whom indemnity may be sought under this Article X shall not be liable to indemnify an indemnified party if such indemnified party settles such Claim or action without the consent of the other party relating to indemnifying party, but such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceedingconsent shall not unreasonably be withheld. The indemnifying party will obtain may not agree to any settlement of any such Claim or action, other than solely for monetary damages for which the indemnifying party shall be responsible hereunder, as a result of which any remedy or relief shall be applied to or against the indemnified party, without the prior written consent of the Indemnified Party prior to settlingindemnified party, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would which consent shall not unreasonably be adversely affected in any manner whatsoever.withheld. This

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party In addition to any limitations set forth above, any party seeking indemnification (“the "Indemnified Party”") agrees to give will notify the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base from whom indemnification is requested (the "Indemnifying Party") as soon as practicable after they have concluded that they have a claim for indemnification (an “Indemnity Claim”) against the Indemnifying Party under this Article 15Agreement, which notice shall include a description of the nature and basis of such claim. In Upon receipt of a notice from Indemnified Party of such claim, Indemnifying Party may assume the event that an Indemnity Claim is brought or made against both parties, then each party will defense thereof with counsel reasonably satisfactory to Indemnified Party. Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, provided that the fees and expenses of counsel employed by Indemnified Party shall be represented at the expense of Indemnifying Party only if either (i) Indemnifying Party shall have failed, within 20 days after having been notified of the existence of the claim, to assume the defense thereof or (ii) the employment of such counsel has been specifically authorized by counsel at its own expenseIndemnifying Party. So long as Indemnifying Party is reasonably contesting such claim in good faith, Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, Indemnified Party shall have the right to pay or settle any such claim, provided that in the such event it shall waive any right to indemnification therefor by Indemnifying Party. If Indemnifying Party does not notify Indemnified Party within 20 days after receipt of Indemnified Party's notice of a claim of indemnification hereunder that such Indemnity Claim relates solely Indemnifying Party elects to causes covered by Section 15.1 hereof, then Eagle will assume full control of undertake the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available shall have the right to contest, settle or compromise the claim at the expense of Indemnifying Party, subject to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Indemnifying Party prior to settlingwhich consent shall not be unreasonably, ceasing to defend withheld, conditioned or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoever.delayed. 9.5

Claims. Each Eagle (a) Any Indemnified Party Person shall promptly deliver to Seller in the case of claims brought by a Purchaser Indemnified Person and Sandoz to Purchaser in the case of claims brought by a Seller Indemnified Party Person, (such notified party, the “Indemnified Responsible Party”) agrees to give the indemnifying party prompt written notice (a “Claim Notice”) of any matter upon which such Indemnified Person has determined has given or could give rise to a right of indemnification under Section 7.2 or Section 7.3 (a “Claim”), within twenty (20) days of such determination, stating the nature of the claim, to the extent then known by the Indemnified Person, a good-faith estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so timely notify shall not relieve the Responsible Party intends of its obligations hereunder, except to base the extent that the Responsible Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Person from the Responsible Party, if the Responsible Party does not notify the Indemnified Person within thirty (30) days from its receipt of the Claim Notice that the Responsible Party disputes such claim (the “Dispute Notice”), the Responsible Party shall be deemed to have accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under Section 7.2 or Section 7.3, the Responsible Party and the Indemnified Person shall proceed in good faith to negotiate a resolution to such dispute. If the Responsible Party and the Indemnified Person cannot resolve such dispute in thirty (an “Indemnity Claim”30) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control days after delivery of the defense of Dispute Notice, such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will dispute shall be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available resolved pursuant to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records terms of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverSection 8.5.

Claims. Each Eagle Indemnified In case any Claim is brought by a third party for which indemnification is or may be made pursuant to this Agreement, the indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party will provide prompt written notice thereof to the other Party; provided, however, that the failure of the indemnified Party to comply with the foregoing notification provision will not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party will, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first. The Parties will cooperate reasonably with each other in the defense of any matter upon which Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Indemnified Claim, and the indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party will be represented entitled to prior notice of any settlement of any Claim to be entered into by counsel at its own expensethe other Party, and any such settlement will be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Notwithstanding Without limiting the foregoing, in the event that such Indemnity of any Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control or threatened Claim of infringement involving a portion of any portion of the defense Software or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will [*] procure the right or license [*] for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Indemnity Claim including without limitation parts of the settlement thereof All expenses Software or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. The Parties agree that Synacor’s commercially reasonable efforts to satisfy (i) or (ii) above will include procurement of such suit, claim licenses or proceeding, making such modifications at costs up to and including the settlement lesser of [*]. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the payment rights and licenses granted hereunder, in its sole discretion, as to such infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the Services or functionality Client expects hereunder; or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software or Services as set forth in subsections (i) or (ii) and where Synacor is reasonably exposed to material liability from Client’s continued use of such portion of the technology or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any portion of any damages thereofSoftware or Services provided by Synacor and Client does not elect to terminate this Agreement, if applicable, the Parties will be borne solely by Eagle. Notwithstanding the foregoing, thereafter negotiate in the event that such Indemnity Claim relates solely good faith for a period of not less than 30 days with respect to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverreduced fees under this Agreement.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“a) When a party seeking indemnification under Section 11.3, 11.4 or 11.5(a) (the "Indemnified Party”") agrees to give the indemnifying party prompt written receives notice of any matter upon claims made by third parties ("Third Party Claims") or has any other claim for indemnification other than a Third Party Claim, which such Indemnified Party intends is to base be the basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof to the other party or parties (an “Indemnity Claim”the "Indemnifying Party") under this Article 15reasonably indicating (to the extent known) the nature of such claims and the basis thereof; provided, however, that failure of the Indemnified Party to give the Indemnifying Party prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder unless and only to the extent that the Indemnifying Party shall have been materially prejudiced thereby. In the event that an Indemnity Claim is brought or made against both parties, then each party will The Indemnified Party shall have the right to be represented by counsel at its own expense. Notwithstanding either (i) assume the foregoing, in defense of any Third Party Claim or (ii) request that the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will Indemnifying Party assume full control of the defense of such Indemnity Third Party Claim. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed). Regardless of whether the Indemnified Party assumes the defense of a Third Party Claim or requests the Indemnifying Party to assume such defense, the Indemnifying Party shall pay all costs and expenses thereof, including without limitation the settlement thereof All fees and expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its legal counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoever.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such 5.4.1. If an Indemnified Party intends to base a claim for seek indemnification (an “Indemnity Claim”) under pursuant to this Article 15V, such Indemnified Party shall promptly give the Indemnifying Party a Notice of Claim describing such Claim in reasonable detail; provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, subject, however, to the time periods specified in Section 5.1 hereof. In the event that an Indemnity such Claim is brought or made involves a claim by a third party against both partiesthe Indemnified Party, then each party the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will have the right to be represented by undertake, conduct and control, through counsel of its own choosing and at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All or defense thereof, and if it so decides, the Indemnified Party shall cooperate with it in connection therewith; provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; and provided further, that the fees and expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will counsel shall be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by SandozIndemnified Party. 5.4.2. The Indemnified Indemnifying Party will make available to the indemnifying party and its counselshall not, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain without the written consent of the Indemnified Party prior to settlingParty, ceasing to defend settle or otherwise disposing of compromise any Indemnity Claim if action in any manner that would materially and adversely affect the Indemnified Party, other than as a result thereof of money damages or other money payments. 5.4.3. If the Indemnifying Party does not notify the Indemnified Party would become subject to injunctive or other equitable relief or within 30 days after the business receipt of the Indemnified Party's Notice of a Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party would be adversely affected shall have the right to contest, settle or compromise the Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. 5.4.4. As long as the Indemnifying Party is contesting any such Claim in good faith, the Indemnified Party shall not pay or settle any manner whatsoever.such Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Claim; provided, that:

Claims. Each Eagle (a) Except as otherwise set forth in this Section 9.3, the period during which claims for Indemnifiable Damages may be made shall be the Survival Period applicable to such claim (the “Claims Period”). (b) From time to time during the Claims Period, Acquirer may deliver to the Shareholders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Claim Certificate”): (i) stating that an Indemnified Party and Sandoz Indemnified Party has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (“Indemnified Party”or that with respect to any Tax matters, that any Tax Authority may be reasonably likely to raise such matter in audit of Acquirer or its subsidiaries); (ii) agrees to give stating the indemnifying party prompt written notice amount of any matter upon which such Indemnified Party intends to base a claim for indemnification Indemnifiable Damages (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoingwhich, in the event that case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum reasonable amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Indemnifiable Damages included in the amount so stated and the nature of the defense claim to which such Indemnifiable Damages are related. (c) Such Claim Certificate (i) need only specify such information to the knowledge of such Indemnity officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Party with respect to the underlying facts and circumstances specifically set forth in such Claim including without limitation Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the settlement thereof All expenses delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such suitClaims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Party’s rights hereunder, claim or proceeding, including unless (and then only to the settlement extent that) the Shareholders’ Agent and the payment of any damages thereof, will be borne solely Indemnifying Parties are materially prejudiced by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverdelay.

Claims. Each Eagle Indemnified In case any Claim is brought by a third party for which indemnification is or may be made pursuant to this Agreement, the indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party shall provide prompt written notice thereof to the other Party; provided, however, that the failure of the indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense of any matter upon which Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Indemnified Claim, and the indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be represented entitled to prior notice of any settlement of any Claim to be entered into by counsel at its own expensethe other Party, and any such settlement shall be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Notwithstanding Without limiting the foregoing, in the event that such Indemnity of any Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control or threatened Claim of infringement involving a portion of any portion of the defense Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will use its best efforts to procure the right or license, on commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Indemnity Claim including parts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such infringing portion, or this Agreement without limitation the settlement thereof All expenses liability if loss of such suitportion materially and adversely affects the Services or functionality Client expects hereunder; or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), claim and Synacor is reasonably exposed to liability from Client’s continued use of such portion of the technology and/or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or proceeding, including Synacor terminate the settlement rights and the payment licenses granted hereunder as to any portion of any damages thereofsoftware and/or Services provided by Synacor and Client does not elect to terminate this Agreement, will be borne solely by Eagle. Notwithstanding if applicable, the foregoing, Parties shall thereafter negotiate in the event that such Indemnity Claim relates solely good faith for a period of not less than thirty (30) days with respect to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverreduced fees under this Agreement.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) Any party seeking indemnification (the “Indemnified Party”) agrees shall promptly notify the other party hereto obligated to provide indemnification hereunder (the “Indemnifying Party”) of any action, suit, proceeding, demand or breach (a “Claim”) with respect to which the Indemnified Party claims indemnification, provided that failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 11 except to the indemnifying extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party prompt (a “Third Party Claim”), upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim. The Indemnifying Party may assume the defense of such Third Party Claim, and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim provided that: (i) the Indemnifying Party confirms in writing that it is obligated to indemnify the Indemnified Party with respect to such Third Party Claim; (ii) the Indemnified Party does not give the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party's own counsel advisable; and (iii) the Indemnifying Party establishes to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has (and will continue to have) adequate financial resources to satisfy and discharge such action or claim. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any matter upon Third Party Claim, the defense of which such has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party intends shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. (b) Notwithstanding the foregoing provisions of this Section 11.5, (i) no Indemnifying Party shall be entitled to base settle any Third Party Claim without the Indemnified Party's prior written consent unless as part of such settlement the Indemnified Party is released in writing from all liability with respect to such Third Party Claim and (ii) no Indemnified Party shall be entitled to settle any Third Party Claim without the Indemnifying Party's prior written consent unless as part of such settlement the Indemnifying Party is released in writing from all liability with respect to such Third Party Claim, other than the related claim for indemnification under this Article 11. (c) In the event one party hereunder should have a claim for indemnification (an “Indemnity that does not involve a Third-Party Claim”) under this Article 15. In , the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense seeking indemnification shall promptly send notice of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party party. If the latter disputes such assistance as it may reasonably require in order to ensure proper and adequate defense of any Claim, such suit, claim or proceeding. The indemnifying party will obtain the written consent dispute shall be resolved by agreement of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverparties.

Claims. Each Eagle Upon receipt by an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter upon for which such Indemnified Party intends is indemnified under this Article X which has or is reasonably expected to base give rise to a claim for indemnification Losses, the Indemnified Party shall as soon as practicable, in the case of a Legg Mason Indemnified Party, notify Citigroup and in the case of a Citigroup Indemnified Party, notify Legg Mason (Citigroup or Legg Mason, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (a) describe such Third Party Claim in reasonable detail including the sections of this Agreement which form the basis for such claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, (b) attach copies of all substantive written evidence thereof and (c) if possible, set forth an “Indemnity Claim”) under estimate of the amount of Losses that have been or may be sustained by an Indemnified Party; provided that such estimate shall not be binding or used in place of the actual amount of Losses subject to this Article 15. In X. The Indemnifying Party shall have 30 days after receipt of notice to elect, at its option, to assume and control the event that an Indemnity Claim is brought or made against both partiesdefense of, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoingexpense and by its own counsel, in the event that any such Indemnity Third Party Claim relates solely and shall be entitled to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement assert any and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make all defenses available to the indemnifying party Indemnified Party to the fullest extent permitted under Requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counselcounsel in the compromise of, at all reasonable times during normal business hoursor defense against, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitThird Party Claim; provided, claim however, that the Indemnifying Party shall not settle, compromise or proceeding. The indemnifying party will obtain discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party prior (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to settlingbe paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Legg Mason Indemnified Parties or the Citigroup Indemnified Parties, ceasing as applicable, from all liability with respect thereto. Notwithstanding an election to defend assume the defense of such action or otherwise disposing of any Indemnity Claim if as a result thereof proceeding, the Indemnified Party would become subject shall have the right to injunctive employ separate counsel and to participate in the defense of such action or other equitable relief proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the business of counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party would to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be adversely affected borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any manner whatsoeverother right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) indemnified party agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party indemnified party intends to base a claim for indemnification (an “"Indemnity Claim”") under this Article 15Six. In the event that an Indemnity Claim is brought or made against both parties, then each The indemnified party will shall have the right to be represented by counsel at its own expense. Notwithstanding participate with the foregoing, indemnifying party in the event that such indemnifying party's defense, settlement or other disposition of any Indemnity Claim relates solely Claim, subject to causes covered by Section 15.1 hereof, then Eagle will assume full the ultimate control of the defense indemnifying party. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party's becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim including without limitation Claim, on such terms as the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoingindemnifying party, in the event its sole discretion, shall deem appropriate, provided that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and its counsel, at all reasonable times during normal business hours, all books and records with respect to any such settlement shall have obtained the written release of the other indemnified party relating to such suit, claim or proceeding, and each party will render to from the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceedingIndemnity Claim. The indemnifying party will shall obtain the written consent of the Indemnified Party indemnified party prior to settling, ceasing to defend defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party indemnified party would become subject to injunctive or other equitable relief or the business of the Indemnified Party indemnified party would be adversely affected in any manner whatsoevermanner.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified (a) If a claim or demand is made by a Third Party (a “Third Party Claim”) against a SpinCo Indemnitee or a RemainCo Indemnitee (each, an “Indemnified Party”) agrees as to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends is entitled to base indemnification pursuant to this Agreement, such Indemnified Party shall notify the Party which is or may be required pursuant to Section 5.2 or Section 5.3 to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail (a “Claim Notice”). The Claim Notice shall be given promptly after the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail (an “Indemnity Claim”to the extent known) the nature and amount of the claim. The failure of the Indemnified Party to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article 15. In V, except to the event extent that an Indemnity the Indemnifying Party is actually and materially prejudiced by the failure to give such Claim is brought or made against both partiesNotice. (b) If a Claim Notice relates to a Third Party Claim, then each party will have the right Indemnifying Party may, through counsel of its own choosing and reasonably satisfactory to the Indemnified Party, assume the defense and investigation of such Third Party Claim; provided, that the Indemnified Party shall be represented by (i) entitled to participate in any such defense with counsel of its own choice at its own expense. Notwithstanding expense and (ii) entitled to participate in any such defense with counsel of its own choice at the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control expense of the Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct; provided, further, that, notwithstanding the foregoing clauses (i) and (ii), if any RemainCo Indemnitee asserts a claim under Section 5.3(v), the applicable Indemnified Parties shall be entitled to participate in any defense of such Indemnity claim with counsel of their own choice at the expense of the Indemnifying Party. In any event, if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the Proceeding within thirty (30) days after receiving a Claim including without limitation Notice with respect to the settlement thereof All Third Party Claim, the Indemnified Party may assume such defense, and the fees and expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, its attorneys will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereofthe indemnity provided for in this Article V. The Indemnifying Party shall not, then Sandoz will assume full control of without the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling(which consent shall not be unreasonably withheld, ceasing to defend conditioned or otherwise disposing delayed), settle or compromise any pending or threatened Third Party Claim in respect of any Indemnity Claim if as a result thereof which indemnification may be sought hereunder (whether or not the Indemnified Party would become subject is an actual or potential party to injunctive such Proceeding) or other equitable relief consent to the entry of any judgment (i) which does not, to the extent that an Indemnified Party may have any Liability with respect to such Proceeding, include as an unconditional term thereof the delivery by the claimant or the business of plaintiff to the Indemnified Party would be adversely affected of a written release from all Liability in respect of such Third Party Claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party or (iii) in any manner whatsoeverthat involves any injunctive relief against the Indemnified Party or that may materially and adversely affect the Indemnified Party. The Indemnified Party may not compromise or settle any pending or threatened Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. (c) The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. In connection with any fact, matter, event or circumstance that may give rise to a claim against an Indemnifying Party under this Agreement, and in addition to the obligations of the Parties in ARTICLE VI, the Indemnified Party shall: (i) preserve all material evidence relevant to the claim; (ii) allow the Indemnifying Party’s Representatives to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim; and (iii) disclose (at its own expense) to the Indemnifying Party and its Representatives all material of which it is aware which relates to the claim and provide all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Indemnifying Party or its Representatives may reasonably request, subject to the Indemnifying Party or its Representatives agreeing in such form as the Indemnified Party may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question. (d) Except in the case of intentional fraud and as otherwise provided in this Agreement, the rights and remedies under this Article V are exclusive and in lieu of any and all other rights and remedies that any Party may have against any other Party or any failure to perform any covenant or agreement set forth in this Agreement. Each Party expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party, or their respective Affiliates, respectively, now or in the future under any Law with respect to the transactions contemplated by this Agreement. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Parties with respect to transactions contemplated by this Agreement.

Claims. Each Eagle Blu Indemnified Party and Sandoz Journey Indemnified Party (“"Indemnified Party”") agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “"Indemnity Claim”") under this Article 1512. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 12.1 hereof, then Eagle Blu will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by EagleBlu. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 12.2 hereof, then Sandoz Journey will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof thereof. All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by SandozJourney. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoever. INFORMATION HAS BEEN MARKED WITH “[***].

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) From time to time during the Claims Period, Purchaser may deliver to the Equityholders’ Representative one or more certificates signed by any officer of Purchaser (each, a “Indemnified PartyClaim Certificate”): (i) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event stating that an Indemnity Claim is brought Indemnified Person has incurred, paid, reserved or made against both partiesaccrued, then each party will have or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Purchaser or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the right to be represented by counsel at its own expense. Notwithstanding the foregoingamount of such Indemnifiable Damages (which, in the event that case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Purchaser in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Indemnifiable Damages included in the amount so stated and the nature of the defense claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the knowledge of such Indemnity officer of Purchaser as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim including without limitation Certificate and (iii) may be updated and amended from time to time by Purchaser by delivering any updated or amended Claim Certificate, so long as the settlement thereof All expenses delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such suitClaims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, claim or proceeding, including the settlement unless (and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available only to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of extent that) the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief Equityholders’ Representative or the business of the Indemnified Party would be adversely affected in any manner whatsoeverSelling Securityholders are prejudiced thereby.

Claims. Each Eagle (a) Subject to the procedures set forth in Section 2.12 and the survival limitations set forth in Section 8.1, an Indemnified Party may deliver to the Securityholders’ Representative a certificate signed by the Indemnified Person (a “Claim Certificate”): (i) stating that the Indemnified Party has a claim for Losses; (ii) stating the amount of such Losses (which, in the case of Losses not yet incurred, paid, reserved or accrued, may be the amount reasonably anticipated by the Indemnified Party to be incurred, paid reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Party) the individual items of such Losses included in the amount so stated and the nature of the claim to which such Losses are related. If the Escrow Fund is available for indemnification, at the time of delivery of any Claim Certificate to the Securityholders’ Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent and for a period of forty-five (45) calendar days after such delivery to the Securityholders’ Representative of such Claim Certificate, the Escrow Agent shall make no payment pursuant to this Section 8.7 unless the Escrow Agent shall have received written authorization from the Securityholders’ Representative to make such delivery. (b) If the Securityholders’ Representative does not contest, by written notice to the Indemnified Party and, if the Escrow Fund is available for indemnification, the Escrow Agent, any claim or claims by the Indemnified Person made in any Claim Certificate within the forty-five (45) calendar day period provided in Section 8.7 then (i) if the Escrow Fund is available for indemnification, the Escrow Agent shall distribute cash from the Escrow Fund in an amount equal to the amount of any Losses corresponding to such claim or claims as set forth in such Claim Certificate and (ii) if the Escrow Fund is not available for indemnification, then, subject to Section 8.4, Parent may setoff such Losses against any payment of Milestone Consideration pursuant to Section 8.11. (c) If the Securityholders’ Representative objects in writing to any claim or claims by the Indemnified Party made in any Claim Certificate within such forty-five (45) calendar day period, the Indemnified Party and Sandoz Indemnified Party the Securityholders’ Representative shall attempt in good faith for forty-five (“45) calendar days after the Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense ’s receipt of such Indemnity Claim including without limitation the settlement thereof All expenses of written objection to resolve such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagleobjection. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of If the Indemnified Party prior and the Securityholders’ Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if the Escrow Fund is available for indemnification, delivered to settlingthe Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Fund in accordance with the terms of such memorandum. (d) If no such agreement can be reached during the 45-calendar day period for good faith negotiation, ceasing to defend or otherwise disposing but in any event upon the expiration of any Indemnity Claim if as a result thereof such 45-calendar day period, either the Indemnified Party would become subject to injunctive or other equitable relief or the business of Securityholders’ Representative may seek to resolve the Indemnified Party would be adversely affected matter through litigation brought in any manner whatsoeveraccordance with Section 10.8.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”a) agrees to give the indemnifying party prompt written notice As promptly as is reasonably practicable after becoming aware of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In Agreement not involving a Third Party Claim, the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense Indemnified Person shall give written notice of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counselIndemnifying Person (a “Claim Notice”); provided, at all reasonable times during normal business hourshowever, all books and records of that the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent failure of the Indemnified Party prior Person to settlingpromptly give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (if any) that the Indemnifying Person forfeits rights or defenses by reason of such failure. The Claim Notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim for indemnification (to the extent known by the Indemnified Person), ceasing shall include copies of all relevant material written evidence (except to defend the extent that such information is subject to attorney-client privilege), and the amount of Losses suffered or otherwise disposing incurred or that the Indemnified Person reasonably believes it will or may suffer or incur, in each case, along with supporting evidence. After receipt of a Claim Notice, the Indemnifying Person may investigate the matter and circumstance giving rise to the items set forth in the Claim Notice and the Indemnified Person shall reasonably assist the Indemnifying Person with its investigation. (b) If the Indemnifying Person does not object in writing to such claim within twenty (20) Business Days after receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the scope of and subject to indemnification pursuant to this ARTICLE IX and, subject to Section 9.4, the Indemnified Person shall be entitled to recover promptly from the Indemnifying Person, and the Indemnifying Person, shall promptly pay to the Indemnified Person, the amount of such claim (but such recovery shall not limit the amount of any Indemnity Claim if as a result thereof additional indemnification to which the Indemnified Party would become subject Person may be entitled pursuant to injunctive Section 9.2 or other equitable relief or Section 9.3 in respect of such claim), and no later objection by the business Indemnifying Person shall be permitted. If within such twenty (20) Business Day period the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Claim Notice, the Indemnified Person shall nevertheless be entitled to recover from the Indemnifying Person, and the Indemnifying Person, shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If within such twenty (20) Business Day period the Indemnifying Person objects in writing to such claim, then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (x) the written agreement of the Indemnified Party would Person and the Indemnifying Person, (y) a final Order of any court of competent jurisdiction, or (z) any other means to which the Indemnified Person and the Indemnifying Person shall agree (each, a “Final Determination”). The Order of a court shall be adversely affected in any manner whatsoeverdeemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

Claims. Each Eagle (a) Upon receipt by an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written of notice of any action, suit, inquiry, hearing, charge, demand, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at law or in equity or demand made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter upon for which such Indemnified Party intends is entitled to base be indemnified under this Agreement which has or is expected to give rise to a claim for indemnification Losses, the Indemnified Party shall promptly (an but in any event within ten (10) Business Days of receipt of notice of such Third Party Claim by the Indemnified Party) notify the Party responsible for indemnifying the Indemnified Party pursuant to Article II (the “Indemnity ClaimIndemnifying Party”) under in writing, indicating the nature of such Third Party Claim; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Such written notice shall (i) describe such Third Party Claim in reasonable detail including the facts underlying each particular claim and the specific sections of this Article 15. In Agreement pursuant to which indemnification is being sought for each such set of facts and (ii) set forth the event estimated amount of the Losses that have been or may be sustained by an Indemnity Claim is brought or made against both partiesIndemnified Party, then each party will if known and quantifiable. (b) The Indemnifying Party shall have thirty (30) days after receipt of a written notice that complies with the requirements of Section 3.1(a) to elect, at its option, to exercise its right to be represented by counsel assume and control the defense of, at its own expense. Notwithstanding the foregoingexpense and by counsel of its own choosing, in the event that any such Indemnity Third Party Claim relates solely and shall be entitled to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement assert any and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make all defenses available to the indemnifying party Indemnified Party to the fullest extent permitted by applicable Law. (i) If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counselcounsel in the compromise of, or defense against, any such Third Party Claim. Such cooperation shall include (1) furnishing and, upon request, attempting to procure the attendance of potential witnesses for interview, preparation, submission of witness statements and the giving of evidence at all reasonable times during normal business hoursany related hearing; (2) promptly furnishing documentary evidence to the extent reasonably available to it or its Affiliates; and (3) providing access to any other relevant affiliated party, all books and records including any representatives of the other party relating to such suitParties as reasonably needed; provided, claim however, that the Indemnifying Party shall not settle, compromise or proceedingdischarge, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of or admit any liability with respect to, any such suit, claim or proceeding. The indemnifying party will obtain Third Party Claim without the prior written consent of the Indemnified Party prior to settling(which consent shall not be unreasonably withheld, ceasing to defend delayed or otherwise disposing of any Indemnity Claim conditioned); provided, further, that if as a result thereof the Indemnified Party would become withholds consent where the relief consists solely of monetary Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, the Indemnifying Party’s liability solely with respect to such Third Party Claim shall in no event exceed the amount of such proposed settlement, compromise or discharge at the time the consent was requested. Notwithstanding an election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Third Party Claim, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, as incurred, if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized in writing the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party, the Indemnifying Party and their respective counsel shall cooperate in the defense of any such Third Party Claim subject to injunctive this Article III and keep such persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such Third Party Claim. (ii) If the Indemnifying Party, after receiving a written notice that complies with Section 3.1(a) of a Third Party Claim, does not elect to defend such Third Party Claim within thirty (30) days after receipt of such written notice, the Indemnified Party shall have the right, in addition to any other right or other equitable relief remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim (upon providing further written notice to the Indemnifying Party), subject to the right of the Indemnifying Party to approve the counsel selected by the Indemnified Party (“Indemnified Party Counsel”) (which approval shall not be unreasonably withheld, delayed or conditioned); provided, however, that the business Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to any such Third Party Claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, (1) unless expressly agreed by the Indemnifying Party, the Indemnified Party Counsel (A) shall have no conflict of interest relative to the Indemnifying Party and (B) shall not assume any representation of the Indemnified Party would in a dispute between the Parties during the time of its retention as Indemnified Party Counsel and (2) if an Indemnified Party otherwise settles, compromises, discharges or admits such liability in respect of a Third Party Claim it is defending pursuant to this Section 3.1(b)(ii) without obtaining the Indemnifying Party’s written consent thereto, then the Indemnifying Party shall be adversely affected relieved of its indemnification obligations hereunder with respect to such Third Party Claim unless such consent had been sought and was unreasonably withheld, delayed or conditioned. (c) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Agreement for Losses not involving a Third Party Claim that such Indemnified Party believes gives rise to a claim for indemnification in accordance with the terms hereunder, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party; provided, however, that any manner whatsoeverdelay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Such written notice shall describe such claim in reasonable detail in accordance with Section 3.1(a).

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought any party hereto (the "Indemnified Party") desires to make a claim against another party hereto (the "Indemnifying Party," which term shall include all indemnifying parties if more than one) in connection with any third-party litigation, arbitration, action, suit, proceeding, claim, or demand at any time instituted against or made against both partiesupon it for which it may seek indemnification hereunder (as "Third-Party Claim"), then each party will the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim and of its claims of indemnification with respect thereto, provided, that failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Section 12 except to the extent, if at all, that the Indemnifying Party shall have been actually prejudiced thereby. Upon receipt of such notice from the right Indemnified Party, the Indemnifying Party shall be entitled to be represented by counsel at its own expense. Notwithstanding the foregoing, participate in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation Third-Party Claim, and if the settlement thereof All expenses following conditions are satisfied: (i) The Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party in full (subject to the limitations set forth in Section 12.6 hereof) in respect of such suit, claim or proceeding, including Third-Party Claim; and (ii) The Indemnified Party does not give the settlement and Indemnifying Party written notice that the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoingIndemnified Party has determined, in its reasonable opinion, that a conflict of interest makes advisable the event that such Indemnity Claim relates solely to causes covered separate representation of the Indemnified Party by Section 15.2 hereof, its own counsel; then Sandoz will the Indemnifying Party may assume full control of the defense of such Indemnity Third-Party Claim, and in the case of such an assumption, the Indemnifying Party shall have the authority to negotiate, compromise, and settle such Third-Party Claim including without limitation provided, that the Indemnifying Party shall not agree to the settlement thereof All expenses of such suitThird Party Claim unless either (x) such settlement includes an unconditional release of all liabilities of each Indemnified Party with respect to such Third Party Claim, claim or proceeding(y) the Indemnifying Party acknowledges and agrees to indemnify, including defend and hold harmless the settlement and the payment Indemnified Party with respect to any portion of any damages thereof, will be borne solely by Sandozsuch Third Party Claim that is not so released. The Indemnified Party will make available shall retain the right to employ its own counsel and to participate in the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would shall bear and shall be adversely affected solely responsible for its own costs and expenses in any manner whatsoeverconnection with such participation.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) indemnified party agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party indemnified party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15Section 16. In the event that an Indemnity Claim is brought or made against both parties, then each The indemnifying party will shall have the right to be represented by counsel at its own expense. Notwithstanding participate jointly with the foregoing, indemnified party in the event that such indemnified party’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relates relating solely to causes covered by Section 15.1 hereof, then Eagle will assume full control the payment of money damages and which could not result in the indemnified party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the defense indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim including without limitation Claim, on such terms as the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoingindemnifying party, in the event its sole discretion, shall deem appropriate; provided that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and its counsel, at all reasonable times during normal business hours, all books and records with respect to any such settlement shall obtain the written release of the other indemnified party relating to such suit, claim or proceeding, and each party will render to from the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceedingIndemnity Claim. The indemnifying party will shall obtain the written consent of the Indemnified Party indemnified party prior to settling, ceasing to defend defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party indemnified party would become subject to injunctive or other equitable relief or the business of the Indemnified Party indemnified party would be adversely affected in any manner whatsoevermanner.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees Promptly after receipt by an indemnified party under this Section 8 of notice of any claim, threatened claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to give be made against an indemnifying party under this Section 8, notify the indemnifying party prompt written notice in writing of the claim, threatened claim or the commencement of that action; provided, however, that the failure to notify an indemnifying party shall not relieve such indemnifying party from any matter upon liability which such Indemnified Party intends it may have to base a claim for indemnification (an “Indemnity Claim”) indemnified party otherwise than under this Article 15Section 8. In If any such claim or action shall be brought against an indemnified party, and it shall notify the event indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that an Indemnity Claim is brought it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with its counsel, who shall be reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim, threatened claim or made against both partiesaction, then each the indemnifying party will shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Representative shall have the right to employ counsel to represent it and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Representative against the Company and/or the Selling Stockholder under this Section 8 if, in the Representative's reasonable judgment, it is necessary for the Representative and its controlling persons to be represented by separate counsel at in order to avoid an actual or potential conflict of interest or if the Representative shall have reasonably concluded that there may be defenses available to the Representative and its own expense. Notwithstanding controlling persons different from or in addition to those available to the foregoingCompany or the Selling Stockholder, and in either such event the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All reasonable fees and expenses of such suit, claim or proceeding, including separate counsel shall be paid by the settlement Company and the payment Selling Stockholder. An indemnifying party shall not be liable for any settlement of any damages thereofaction or claims effected without its written consent (which consent shall not unreasonably be withheld). Anything herein to the contrary notwithstanding, will be borne solely the indemnity agreement of the Company in Subsection 8(a) hereof, the representations and warranties in this Agreement and any representation or warranty as to the accuracy of the Registration Statement or the Prospectus contained in any certificate furnished by Eagle. Notwithstanding the foregoingCompany pursuant to Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate successful defense of any such suitaction, claim suit or proceeding. The indemnifying party will obtain ) arising under the written consent Securities Act, shall not extend to the extent of any interest therein of a controlling person or partner of the Indemnified Party prior to settlingRepresentative who is a director, ceasing to defend officer or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business controlling person of the Indemnified Party would Company when the Registration Statement has become effective, except in each case to the extent that an interest of such person shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Securities Act. Unless in the opinion of counsel for the Company the matter has been settled by a controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the Securities Act and will be adversely affected in any manner whatsoevergoverned by the final adjudication of such issue.

Claims. Each Eagle (a) The persons to whom indemnification is provided hereunder are referred to herein as the "Indemnified Parties" and the persons providing indemnification are referred to as the "Indemnifying Parties." (b) If an Indemnified Party and Sandoz intends to seek indemnification pursuant to this Article VII, such Indemnified Party (“shall promptly notify the Indemnifying Party in writing of such claim. The Indemnified Party”) agrees to give Party will provide the indemnifying party Indemnifying Party with prompt written notice of any matter upon third party claim in respect of which indemnification is sought. The failure to provide either such notice will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. Any such notice shall set forth in reasonable detail the facts, circumstances and basis of the claim. (c) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may assume, through counsel of its own choosing (so long as reasonably acceptable to the Indemnified Party) and at its own expense, the defense thereof, and the Indemnified Party intends to base a claim for indemnification shall cooperate with it in connection therewith (an “Indemnity Claim”) under this Article 15. In including by furnishing such information as the event Indemnifying Party may reasonably request), provided, that an Indemnity Claim is brought or made against both partiesthe Indemnified Party may participate in such defense through counsel chosen by it, then each party will have the right to be represented by counsel at its own expense. Notwithstanding So long as the foregoingIndemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle, or admit any liability with respect to, any such claim without the Indemnifying Party's consent. The Indemnifying Party will not without the Indemnified Party's prior written consent settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense respect of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandozclaim. The Indemnified Indemnifying Party will make available to shall not, without the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the prior written consent of the Indemnified Party prior to settling(which consent shall not be unreasonably withheld), ceasing to defend take any measure or otherwise disposing step in connection with any settlement or compromise that imposes an unreasonable material burden or encumbrance upon the operation or conduct of any Indemnity Claim if as a result thereof the Business. If the Indemnifying Party is not contesting such claim in good faith, then the Indemnified Party would become subject may, upon at least 10 days' notice to injunctive the Indemnifying Party (unless the Indemnifying Party shall assume such settlement or other equitable relief defense within such 10 day period), conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the business Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party would be adversely affected in to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any manner whatsoeverobligation it may have hereunder.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”a) agrees to give the indemnifying party prompt written notice As promptly as is reasonably practicable after becoming aware of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In Agreement not involving a Third Party Claim, the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense Indemnified Person shall give written notice of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counselIndemnifying Person (a “Claim Notice”); provided, at all reasonable times during normal business hourshowever, all books and records of that the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent failure of the Indemnified Party prior Person to settlingpromptly give such notice shall not relieve the Indemnifying Person of its obligations under this Agreement except to the extent (if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim for indemnification (to the extent known by the Indemnified Person) and the amount of Losses suffered or incurred or that the Indemnified Person reasonably believes it will or may suffer or incur. (b) If the Indemnifying Person does not object in writing to such claim within ten (10) Business Days after receiving such Claim Notice, ceasing it shall be conclusively established for purposes of this Agreement that such claim is within the scope of and subject to defend or otherwise disposing indemnification pursuant to this ARTICLE IX and, subject to Section 9.4, the Indemnified Person shall be entitled to recover promptly from the Indemnifying Person, and the Indemnifying Person, shall promptly pay to the Indemnified Person, the amount of such claim (but such recovery shall not limit the amount of any Indemnity Claim if as a result thereof additional indemnification to which the Indemnified Party would become subject Person may be entitled pursuant to injunctive Section 9.2 or other equitable relief or Section 9.3 in respect of such claim), and no later objection by the business Indemnifying Person shall be permitted. If within such ten (10) Business Day period the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Claim Notice, the Indemnified Person shall nevertheless be entitled to recover from the Indemnifying Person, and the Indemnifying Person, shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If within such ten (10) Business Day period the Indemnifying Person objects in writing to such claim, then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (x) the written agreement of the Indemnified Party would Person and the Indemnifying Person, (y) a final Order of any court of competent jurisdiction, or (z) any other means to which the Indemnified Person and the Indemnifying Person shall agree (each, a “Final Determination”). The Order of a court shall be adversely affected in any manner whatsoeverdeemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

Claims. Each Eagle Whenever any claim shall arise for indemnification hereunder (a "Claim"), the party entitled to indemnification (the "Indemnified Party") shall promptly give written notice to the party obligated to provide indemnity (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party and Sandoz against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated. If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (“i) if said Claim is liquidated, then payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party”, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) agrees within twenty (20) days after the giving of said second notice, payment of such Claim to give the indemnifying party prompt written notice Indemnified Party shall be made by the Indemnifying Party. If the Indemnifying Party shall not have made payment to the Indemnified Party of any matter upon which such Claim when said payment is due, then the Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to be represented by counsel at its own expensetake any and all actions required to collect from the Indemnifying Party the amount of such Claim. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Any portion of the defense amount of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely Damages asserted by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior in connection with a Claim shall, if not objected to settlingby the Indemnifying Party in accordance with the procedures established herein, ceasing be considered to defend be subject to satisfaction without further objection, as may be appropriate. Jf the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or otherwise disposing the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any Indemnity Claim if settlement or compromise or on submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would thereof, shall be adversely affected in any manner whatsoeverpaid and satisfied as provided herein.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party person to be indemnified pursuant to this Section 11 (“Indemnified Party”an "Indemnitee") agrees to give shall, within five days after the indemnifying party prompt written notice discovery by the Indemnitee of any matter upon which such Indemnified Party intends matters giving arise to base a claim for indemnification pursuant to Section 11.2 or 11.3, give written notice to the person or persons responsible for indemnifying such Indemnitee (an “Indemnity Claim”"Indemnifying Party") setting forth any claim with respect to which the Indemnitee seeks indemnification, provided that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 15XI except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In the event that an Indemnity Claim case any such action, proceeding or claim is brought or made against both partiesany Indemnitee, then each party will have the right Indemnifying Party shall be entitled to be represented by counsel at its own expense. Notwithstanding the foregoingparticipate in and, unless in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control reasonable good faith judgment of the defense Indemnitee a conflict of interest between such Indemnitee and the Indemnifying Party may exist in respect of such Indemnity Claim including without limitation action, proceeding or claim, assume the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages defense thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available with counsel reasonably satisfactory to the indemnifying party and its counselIndemnitee. After notice from the Indemnifying Party to the Indemnitee of their election so to assume such defense, at all reasonable times during normal business hours, all books and records of the other party relating Indemnifying Party shall not be liable to such suitIndemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such defense other than reasonable costs of investigation. In any event, claim or proceeding, unless and each party will render until the Indemnifying Party elects in writing to assume and does so assume the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitclaim, proceeding or action, the Indemnitee's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceedingproceeding shall be considered losses subject to indemnification hereunder. If the Indemnifying Party elects to defend any such action or claim, then the Indemnitee shall be entitled to participate in such defense with counsel of their choice at their sole cost and expense. The indemnifying party will obtain Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. Anything in this Section 11.4 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnitee's prior written consent of the Indemnified Party prior (which consent shall not be unreasonably withheld), settle or compromise any claim or consent to settling, ceasing to defend or otherwise disposing entry of any Indemnity Claim if judgment in respect thereof which imposes any future obligation on the Indemnitee or which does not include, as a result thereof an unconditional term thereof, the Indemnified Party would become subject to injunctive or other equitable relief giving by the claimant or the business plaintiff to the Indemnitee, a release from all liability in respect of the Indemnified Party would be adversely affected in any manner whatsoeversuch claim.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) Any party seeking indemnification under Section 9.2 (an “Indemnified Party”) agrees to shall promptly give the indemnifying party prompt written from whom indemnification is being sought (such notified party, the “Responsible Party”) notice (a “Claim Notice”) of any matter upon which such Indemnified Party has determined has given or could give rise to a right of indemnification under Section 9.2, within 30 days of such determination, stating in reasonable detail, the nature of the claim, to the extent then known by the Indemnified Party, a good-faith reasonable estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (it being agreed that the failure to specify any provision of this Agreement in such Claim Notice shall not preclude the Indemnified Party from asserting that there has been a breach of, or inaccuracy in, or failure to perform such provision); provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. With respect to any recovery or indemnification sought by an Indemnified Party from the Responsible Party that does not involve a Third-Party Claim (as defined below), if the Responsible Party does not notify the Indemnified Party within 30 days from its receipt of the Claim Notice that the Responsible Party disputes such claim (the “Dispute Notice”), the Responsible Party shall be deemed to have accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under -51- Section 9.2 (including any Third-Party Claim), the Responsible Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Responsible Party and the Indemnified Party cannot resolve such dispute in 30 days after delivery of the Dispute Notice, such dispute shall be resolved pursuant to the terms of Section 10.15. (b) If a Proceeding (other than a Tax Proceeding) by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to base seek indemnity with respect thereto under Section 9.2, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. Other than in connection with a Third Party Claim by a Governmental Authority, the Responsible Party shall have 90 days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Responsible Party is reasonably contesting any such claim for indemnification (an “Indemnity Claim”) under this Article 15. In in good faith, the event that an Indemnity Claim is brought Indemnified Party shall not pay or made against both parties, then each party will have the right to be represented by counsel at its own expensesettle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided, further, that in such event it shall waive any right to indemnity therefor by the event that Responsible Party or from the Escrow Account, as the case may be, for such Indemnity Claim relates solely claim unless the Responsible Party shall have consented to causes covered by Section 15.1 hereof, then Eagle will assume full control such payment or settlement. If the Responsible Party does not notify the Indemnified Party within 90 days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoingIndemnified Party shall have the right to contest, in settle or compromise the event that such Indemnity Claim relates solely claim but shall not thereby waive any right to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandozindemnity therefor pursuant to this Agreement. The Indemnified Responsible Party will make available to shall not, except with the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior Party, enter into any settlement that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to settling, ceasing all Indemnified Parties of an unconditional release from all Liability with respect to defend such claim or otherwise disposing consent to entry of any Indemnity Claim if as a result thereof judgment, (ii) does not involve only the Indemnified Party would become subject to injunctive payment of money damages, (iii) imposes an injunction or other equitable relief or the business of upon the Indemnified Party would be adversely affected in or (iv) includes any manner whatsoeveradmission of wrongdoing or misconduct by the Indemnified Party.

Claims. Each Eagle Upon receipt by an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter upon for which such Indemnified Party intends is indemnified under this Article 6 (notwithstanding the application of any threshold or cap) which has or is reasonably expected to base give rise to a claim for indemnification Losses, the Indemnified Party shall as soon as practicable, in the case of a Buyer Indemnified Party, notify Seller and in the case of a Seller Indemnified Party, notify Buyer (an Seller or Buyer, as the case may be, the “Indemnity ClaimIndemnifying Party”), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnifying Party shall have thirty (30) under this Article 15. In days after receipt of notice to elect, at its option, to assume and control the event that an Indemnity Claim is brought or made against both partiesdefense of, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoingexpense and by its own counsel, in the event that any such Indemnity Third Party Claim relates solely and shall be entitled to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement assert any and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make all defenses available to the indemnifying party Indemnified Party to the fullest extent permitted under requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within ten (10) Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counselcounsel in the compromise of, at all reasonable times during normal business hoursor defense against, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitThird Party Claim; provided, claim however, that the Indemnifying Party shall not settle, compromise or proceeding. The indemnifying party will obtain discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party prior (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to settlingbe paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Seller Indemnified Parties or the Buyer Indemnified Parties, ceasing as applicable, from all liability with respect thereto. Notwithstanding an election to defend assume the defense of such action or otherwise disposing of any Indemnity Claim if as a result thereof proceeding, the Indemnified Party would become subject shall have the right to injunctive employ separate counsel and to participate in the defense of such action or other equitable relief proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the business of counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party would to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be adversely affected borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any manner whatsoeverother right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity SGI or the SGI Stockholders (hereinafter collectively referred to as the "Indemnified Party") shall reasonably believe that it has a claim for Damages ("Claim"), it shall give prompt notice in accordance herewith to the Company (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated. If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice by the Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be paid or satisfied as follows: (i) if said Claim is brought or made against both partiesliquidated, then each party will payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party at the end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party shall be made by the Indemnifying Party. If the Indemnifying Party shall not have made payment to the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to be represented by counsel at its own expensetake any and all actions required to collect from the Indemnifying Party the amount of such Claim. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Any portion of the defense amount of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely Damages asserted by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior in connection with a Claim shall, if not objected to settlingby the Indemnifying Party in accordance with the procedures established herein, ceasing be considered to defend be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party disputes any Claim or otherwise disposing the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any Indemnity Claim if settlement or compromise or on submission to arbitration, such claim shall be settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would thereof, shall be adversely affected in any manner whatsoeverpaid and satisfied as provided herein.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“a) The party being indemnified hereunder (the "Indemnified Party”") agrees to shall give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base the party against whom a claim for indemnification is asserted hereunder (an “Indemnity Claim”the "Indemnifying Party") within the earlier of twenty (20) days of receipt of written notice or forty (40) days from discovery by the Indemnified Party of any matters which may give rise to a claim for indemnification or reimbursement under this Article 15Agreement (a "Claim"). The failure to give such notice shall not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnifying Party. (b) In the event an action brought by a third party (a "Third-Party Claim") shall be brought or asserted in respect of which indemnity may be sought by an Indemnified Party under this Section 8.2, the Indemnified Party shall notify the Indemnifying Party in writing thereof within such period of time as to not prejudice the defense thereof, but in any case within twenty (20) days thereof. Subject to this Section 8.2, the Indemnifying Party shall have the opportunity to defend and/or settle such Third-Party Claim, and employ counsel reasonably satisfactory to the Indemnified Party, and the Indemnifying Party shall pay all expenses related thereto, including, without limitation, all fees and expenses of counsel. After receipt of such notice, the Indemnifying Party shall notify the Indemnified Party within twenty (20) days (or such shorter period if necessary so as not to prejudice the defense thereof) in writing whether it will assume the defense thereof. (c) Upon receipt of notice by the Indemnified Party from the Indemnifying Party of its election to assume the defense of such an action and approval of the Indemnified Party of counsel to the Indemnifying Party, which approval shall not be unreasonably withheld or delayed, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expense subsequently incurred by the Indemnified Party unless (i) the Indemnifying Party agrees in writing to pay such fees and expenses, (ii) the Indemnifying Party fails either to assume the defense of such action or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or that there shall exist some other legal conflict between the interests of the Indemnifying Party and the Indemnified Party. (d) If the Indemnifying Party shall not elect to assume the defense of any Third-Party Claim, or if any of the events specified in clauses (i) through (iii) in the preceding subsection (c) occurs, the Indemnified Party shall have the right to maintain the defense of and to settle such Third-Party Claim, with counsel reasonably satisfactory to the Indemnifying Party; provided, however, that the Indemnifying Party shall retain the right to assume the defense of such Third-Party Claim pursuant to paragraph (c) above, provided that such assumption does not prejudice the defense of such Third-Party Claim. (e) In the event that an Indemnity offer to settle a Third-Party Claim is brought received, each of the Indemnified Party and the Indemnifying Party shall notify the other thereof, in writing, and shall consult with one another in considering such offer. Such offer shall be accepted if the Indemnifying Party so directs in writing unless either (A) the Indemnified Party shall agree in writing that any liability arising out of such Third-Party Claim shall not be a Loss covered hereunder, in which case the Indemnified Party shall have full right to maintain the defense thereof, or made against both parties(B) the failure to accept such settlement offer is based on the Indemnified Party's reasonable objection to a sanction, then each restriction, fine, or other penalty that would be imposed on it or its affiliates under the settlement. (f) Notwithstanding anything herein, and whichever party will shall have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of maintain the defense of such Indemnity Claim including without limitation a Third-Party Claim, each of the settlement thereof All expenses of such suit, claim or proceeding, including the settlement Indemnifying Party and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of shall consult with the other party relating to such suitwith respect thereto, claim or proceeding, and provide each party will render to the other party with such assistance as it the other may reasonably require in order to ensure proper promptly and adequate adequately defend such action, and have the right to participate at its own expense in the defense of any such suitthereof, claim or proceeding. The indemnifying party will obtain with counsel reasonably satisfactory to the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverother.

Claims. Each Eagle Any Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees wishing to give the indemnifying party prompt written notice claim indemnification under Section 6.12(a), upon learning of any matter upon which such claim, action, suit, proceeding or investigation, shall as promptly as possible notify the Company thereof, but the failure to so notify shall not relieve the Company of any liability it may have to such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15if such failure does not materially prejudice the Company. In the event that an Indemnity Claim is brought of any such claim, action, suit, proceeding or made against both partiesinvestigation (whether arising before or after the Effective Time), then each party will (i) the Company shall have the right to assume the defense thereof and the Company shall not be represented liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Company shall elect not to assume such defense, or counsel at its own expense. Notwithstanding for the foregoingIndemnified Parties advises in writing that there are issues which raise conflicts of interest between the Company and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Company shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received, (ii) the Indemnified Parties shall cooperate in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitmatter, claim or proceeding. The indemnifying party will obtain and (iii) the Company shall not be liable for any settlement effected without its prior written consent of (which consent shall not be unreasonably withheld), and provided, further, that the Company shall not have any obligation hereunder to any Indemnified Party prior to settlingwhen and if a court of competent jurisdiction shall ultimately determine, ceasing to defend or otherwise disposing and such determination shall have become final and nonappealable, that the indemnification of any Indemnity Claim if as a result thereof the such Indemnified Party would become subject to injunctive in the manner contemplated by this Agreement is not permitted or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeveris prohibited by applicable Law.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”a) agrees to give In the indemnifying party prompt written notice case of any matter upon third party Action as to which indemnification is sought, the Indemnitor shall, if necessary, retain counsel reasonably satisfactory to the Indemnitee and shall have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such Indemnified Party intends Action (provided that the Indemnitor shall not settle any such Action without the consent of the Indemnitee, which consent shall not be unreasonably withheld) and (iii) to base employ counsel to contest any such Action or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party Action. The Indemnitor shall, within ten (10) Business Days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume the defense of such Action. If (i) the Indemnitor shall decline to assume the defense of any such Action, (ii) the Indemnitor shall fail to notify the Indemnitee within ten (10) Business Days after receipt of the Claim Notice of the Indemnitor's election to defend such Action, (iii) the Indemnitee shall have reasonably concluded that there may be defenses available to it that are different from or in addition to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee), or (iv) a claim for conflict exists between the Indemnitor and the Indemnitee that the Indemnitee has reasonably concluded would prejudice the Indemnitor's defense of such Action, then in each such case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall, at the sole expense of the Indemnitor, defend against such Action and (x) in the event of a circumstance described in clause (i) or (ii), the Indemnitee may settle such Action without the consent of the Indemnitor (and the Indemnitor may not challenge the reasonableness of any such settlement) and (y) in the event of a circumstance described in clause (iii) or (iv), the Indemnitee may not settle such Action without the consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed). The reasonable expenses of all proceedings, contests or lawsuits in respect of such Actions shall be borne and paid by the Indemnitor if the Indemnitee is entitled to indemnification hereunder, and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Damages, within a reasonable time of the incurrence of such Damages. Regardless of which party shall assume the defense or negotiation of the settlement of the Action, the parties shall cooperate fully with one another in connection therewith. (an “Indemnity Claim”b) under this Article 15. In the event that an Indemnity Claim is brought or made against both partiesthe Indemnitee incurs Damages other than with respect to a third party Action, then each party will have the right Indemnitor shall, within ten (10) Business Days after receipt of the Claim Notice from the Indemnitee, pay to be represented by counsel at its own expense. Notwithstanding the foregoingIndemnitee, in immediately available funds, the event that amount of such Indemnity Claim relates solely Damages. (c) In the case of any third party Action as to causes covered by Section 15.1 hereofwhich indemnification is sought, then Eagle will assume full control the Indemnitor shall, as promptly as reasonably possible, notify the Indemnitor of the defense existence of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement Action and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, allow Indemnitor to participate in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverAction.

Claims. Each Eagle (a) At the time when any Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice learns of any matter upon which such Indemnified Party intends to base a potential claim for indemnification under this Agreement (an “Indemnity Claim”) against the Sellers, it will promptly give written notice (a “Claim Notice”) to the Sellers and the Escrow Agent; provided that the failure to so notify the Sellers or the Escrow Agent shall not prevent recovery under this Article 15Agreement, except to the extent that the Sellers shall have been materially prejudiced by such failure. In Each Claim Notice shall describe in reasonable detail the event facts known to the Indemnified Party giving rise to such Indemnity Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the Sellers, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Sellers shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Agreement as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is brought not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) Any payment made against both partiesfrom the Indemnity Deposit in respect of an Indemnity Claim will be allocated among the Sellers pro rata in accordance with the Individual Percentages. (c) The Sellers shall be entitled, then each party will have at their own expense, to elect to assume and control the right defense of any Indemnity Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Sellers and reasonably acceptable to be represented by counsel the Buyer, if they give written notice of their intention to do so to the Buyer within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at its all times participate in such defense at their own expense. Notwithstanding Without limiting the foregoing, in the event that the Sellers exercise the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the Sellers in such defense and make available to the indemnifying party and its counselSellers, at all reasonable times during normal business hoursthe Sellers’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Sellers. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Sellers, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of POPT as a real investment trust within the meaning of Section 856 of the Code, then POPT shall make such decision to compromise or settle the Third Party Claim without the need to obtain the Sellers’ consent.

Claims. Each Eagle Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action include both the Indemnified Party and Sandoz the Indemnifying Party and the Indemnified Party (“Indemnified shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party”) agrees to give , the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel at its own expensethat such claim is meritorious or warrants settlement. Notwithstanding the foregoingExcept as otherwise provided in this Article 16, in the event that such Indemnity Claim relates solely a Party is obligated to causes covered by Section 15.1 hereofindemnify and hold the other Party and its successors and assigns harmless under this Article 16, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation amount owing to the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to be the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent amount of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing Party’s damages net of any Indemnity Claim if as a result thereof insurance proceeds received by the Indemnified Party would become subject to injunctive or other equitable relief or the business of following a reasonable effort by the Indemnified Party would be adversely affected in any manner whatsoeverto obtain such insurance proceeds.

Claims. (a) At the time when either of the Consolidated Entities learns of any potential claim under this Agreement (a “Claim”) against Provident, it will promptly give written notice (a “Claim Notice”) to Provident; provided that the failure to so notify Provident shall not prevent recovery under this Agreement, except to the extent that Provident shall have been materially prejudiced by such failure. Each Eagle Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and Sandoz the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to Provident, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that Provident shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) Provident shall be entitled, at his own expense, to elect in accordance with Section 3.03 below, to assume and control the defense of any Claim based on claims asserted by third parties (“Indemnified PartyThird-Party Claims”) agrees ), through counsel chosen by Provident and reasonably acceptable to give the indemnifying party prompt REIT, if it gives written notice of any matter upon which its intention to do so to the Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel defense at its their own expense. Notwithstanding Without limiting the foregoing, in the event that Provident exercises the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third-Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with Provident in such defense and make available to the indemnifying party and its counselProvident, at all reasonable times during normal business hoursProvident’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by Provident. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or Provident, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain Provident’s consent.

Claims. Each Eagle Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, provided, if the defendants in any such action include both the Indemnified Party and Sandoz the Indemnifying Party and the Indemnified Party (“Indemnified shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party”) agrees to give , the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel at its own expensethat such claim is meritorious or warrants settlement. Notwithstanding the foregoingExcept as otherwise provided in this Article 16, in the event that such Indemnity Claim relates solely a Party is obligated to causes covered by Section 15.1 hereofindemnify and hold the other Party and its successors and assigns harmless under this Article 16, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation amount owing to the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to be the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent amount of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing Party’s damages net of any Indemnity Claim if as a result thereof insurance proceeds received by the Indemnified Party would become subject to injunctive or other equitable relief or the business of following a reasonable effort by the Indemnified Party would be adversely affected in any manner whatsoeverto obtain such insurance proceeds.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party If any party (“Indemnified Party”the "Indemnitee) agrees receives notice of circumstances that would give rise to give the indemnifying a claim by such party prompt written or notice of any matter upon claim or the commencement of any action or proceeding with respect to which any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 13.1 or 13.2 (a "Claim"), the Indemnitee shall promptly give the Indemnifying party notice thereof; provided, however, that failure to so notify shall not affect the right of indemnification hereunder unless such Indemnified failure has prejudiced the rights of the Indemnifying Party. Within 30 days after such notice, the Indemnifying Party intends will notify the Indemnitee whether it irrevocably elects to base make payment of the amount claimed or, with respect to third party claims, to contest such claim by appropriate legal proceedings. The failure of the Indemnifying Party to notify the Indemnitee of its intention within such 30 days shall constitute an irrevocable election by them that it will pay the amount claimed. Any defense of a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to shall be represented conducted by counsel of good standing chosen by Indemnitee and satisfactory to Indemnifying Party. Such defense shall be conducted at its own expense. Notwithstanding the foregoingexpense of Indemnifying Party, except that if any proceeding involves both claims against which indemnity is granted hereunder and other claims for which indemnification is not granted hereunder, the expenses of defending against such claims shall be borne by the Indemnifying Party and the Indemnitee in respective proportions to the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control dollar amount of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will claims for which they may be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control liable based on he aggregate dollar amount of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverclaims.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party In case any proceeding (“Indemnified Party”including any governmental investigation) agrees shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 8, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing. No indemnification provided for in Section 8(a) or 8(b) shall be available to any party who shall fail to give notice as provided in this Section 8(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party prompt written notice or parties from any liability that it or they may have to the indemnified party for contribution or otherwise than on account of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”the provisions of Section 8(a) under this Article 15or 8(b). In case any such proceeding shall be brought against any indemnified party and it shall notify the event indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that an Indemnity Claim is brought or made against both partiesit shall wish, then each jointly with any other indemnifying party will similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to be represented by retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred the fees and expenses of the counsel retained by the indemnified party in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to (i) the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other indemnified party relating to such suit, claim or proceeding, and each party will render shall have mutually agreed to the other party retention of such assistance as it may reasonably require in order counsel or (ii) the named parties to ensure proper and adequate defense of any such suitproceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, claim in connection with any proceeding or proceedingrelated proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Representative in the case of parties indemnified pursuant to Sections 8(a) and by the Company in the case of parties indemnified pursuant to Section 8(b). The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing shall not be liable for any settlement of any Indemnity Claim proceeding effected without its written consent, but if as settled with such consent or if there be a result thereof final judgment for the Indemnified Party would become subject plaintiff, the indemnifying party agrees to injunctive indemnify the indemnified party from and against any loss or other equitable relief liability by reason of such settlement or the business of the Indemnified Party would be adversely affected in any manner whatsoeverjudgment.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“a) In case any claim shall be made or action brought with respect to a matter referred to in Sections 12.01 or 12.02 hereof, the party entitled to indemnification (the "Indemnified Party”") agrees to give shall promptly notify the indemnifying party prompt written notice liable therefor hereunder (the "Indemnifying Party") in writing, setting forth the particulars of any matter upon which such Indemnified claim or action, and the Indemnifying Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will shall assume full control of the defense thereof, including, without limitation, the employment of counsel mutually satisfactory to it and the Indemnified Party. No such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceedingaction shall be settled by the Indemnifying Party without the Indemnified Party's prior written consent, including the settlement and the payment of any damages thereofwhich shall not be unreasonably withheld; provided, will be borne solely by Eagle. Notwithstanding the foregoinghowever, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written no consent of the Indemnified Party prior is required in any case if (i) such proposed settlement involves only the payment of money by the Indemnifying Party, (ii) the Indemnifying Party is able to settlingpay the amount of such settlement and all related expenses, ceasing and (iii) the terms of such settlement are to defend or otherwise disposing remain confidential by agreement of all parties to such action other than the Indemnified Party. If the Indemnifying Party shall not have employed counsel within a reasonable time after receiving notice of commencement of any Indemnity Claim such action, or if as a result thereof the Indemnified Party would become subject shall have concluded that there may be defenses available to injunctive it which are different from or other equitable relief or additional to those available to the business of Indemnifying Party, then the Indemnified Party would may take actions separately in its own defense and employ separate counsel and all legal and other expenses, including, without limitation, the reasonable fees and expenses of such counsel, incurred by the Indemnified Party shall be adversely affected borne by the Indemnified Party. (b) Notwithstanding any other provisions of this Agreement, no claim for indemnification shall be brought pursuant to Section 12.01 hereof more than three (3) years after the Closing Date and no claim for indemnification shall be brought pursuant to Section 12.02 hereof more than thirteen (13) months after the later of the Closing Date or the date on which any covenant or obligation in question was required to have been performed, except that with respect to the Seller's representations and warranties contained in Section 4.07 above a claim for indemnification may be brought pursuant to Section 12.02 hereof at any manner whatsoevertime prior to the lapse of time within which federal, state or local taxing authorities are entitled to assert any tax liability on the part of the Seller for tax periods ending at or prior to the Closing Date. (c) If an Indemnified Party receives any payment from any third party (including any insurer) as compensation for any claim by the Indemnified Party after the Indemnifying Party has made any payment under Section 12.01 or Section 12.02 above to the Indemnified Party on account of such claim by the Indemnified Party, then the Indemnified Party shall promptly pay the dollar amount of all such prior indemnification payments to the Indemnifying Party, without demand or notice of any kind made by the Indemnifying Party, to the extent of all such third-party payments received by the Indemnified Party.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party Except to the extent governed by Article 8 (“Indemnified Party”Tax Matters): (a) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that any written claim or demand for which an Indemnity Indemnifying Party may have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party (or, solely for purposes of this Section 7.4 in the event that any Purchaser Indemnified Party becomes aware of any circumstance that will result in a claim for indemnity against Seller or USA Holdco arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses in respect of matters described in Schedule 7.3(a)(1)) (such claim, demand or circumstance, a “Third-Party Claim”) (for the avoidance of doubt, any claim, demand, circumstance or Loss arising from any inaccuracy or breach of the representations set forth in Section 3.16 or a claim for Losses in respect of matters described in Schedule 7.3(a)(1) shall not be a Third-Party Claim is brought under or for purposes of Section 7.6(a), but shall be subject to the procedures set forth in this Section 7.4 in respect of Third-Party Claims), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third-Party Claim, which notice shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such Third-Party Claim and any relevant time constraints relating thereto (a “Claim Notice”); provided, however, that the failure to give a timely Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure actually materially prejudices the Indemnifying Party with respect to such Third-Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim. With respect to any claim for indemnity arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters), or a claim by any Purchaser Indemnified Party for Losses in respect of matters described in Schedule 7.3(a)(1), the Purchaser Indemnified Party shall notify Seller promptly if it becomes aware of any such inaccuracy, breach or potential claim and the Purchaser Indemnified Parties shall be entitled, under this Article 7, to indemnification for any Losses arising from such inaccuracy or breach regardless of whether any Taxing Authority or any other Third Party has made any assertion or taken any action with respect to such inaccuracy or breach. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party in writing that it desires to defend, or negotiate on behalf of the Indemnified Party against both partiesor in connection with such Third-Party Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, then each party will the Indemnifying Party shall have the right to defend or negotiate on behalf of the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such negotiations or defense, with counsel of its choosing, at its expense; provided, that such counsel is reasonably acceptable to the Indemnified Party. For the period following the Indemnified Party’s delivery of a Claim Notice with respect to a Third-Party Claim and prior to the time it receives a notice from the Indemnifying Party advising that the Indemnifying Party will be represented assuming the defense of such Third-Party Claim, the Indemnified Party may take any actions that are reasonably necessary to defend such Third-Party Claim, and the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for such period, which fees and expenses of counsel the Indemnifying Party shall reimburse the Indemnified Party promptly upon written request therefor if the Third-Party Claim is finally determined to be subject to indemnification by the Indemnifying Party pursuant to this Article 7. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ counsel of its choosing, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, however, that, if the Indemnified Party has been advised by its outside counsel there exists an actual conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be liable for the fees and expenses of separate counsel employed by the Indemnified Party. Notwithstanding If the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or pay, settle, compromise or discharge, such Indemnity Third-Party Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including Indemnifying Party’s prior written consent. If the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of Indemnifying Party has assumed the defense of such Indemnity Claim including a Third-Party Claim, the Indemnifying Party shall not, without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records prior written consent of the other party relating to Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, admit any liability with respect to, or pay, settle, compromise or discharge such suitThird-Party Claim; provided, claim however, that the Indemnifying Party may pay, settle, compromise or proceeding, and each party will render to the other party discharge such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain a Third-Party Claim without the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as such settlement (1) includes a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business complete and unconditional release of the Indemnified Party from all liability in respect of such Third-Party Claim, (2) does not subject the Indemnified Party to any injunctive relief or other equitable remedy that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates and (3) does not result in any monetary liability for the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses under Section 7.3(a)(4), neither Seller nor USA Holdco, or any of their Affiliates or Representatives, shall (1) submit any written communication or document to the Internal Revenue Service or (2) send any communication or documents to any purchaser, policyholder, account holder, other holder or intended beneficiary of any Insurance Contract issued, assumed, exchanged, modified or sold by the Company, relating to such Third-Party Claim without the prior written consent of Life Reinsurer, if such claim relates to an Insurance Contract reinsured under the Life Business Reinsurance Agreement, or Purchaser, in all other cases, such consent not to be unreasonably withheld, delayed or conditioned. (c) If the Indemnifying Party (1) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (2) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend such Third-Party Claim within thirty (30) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party in good faith determines that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (d) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense or prosecution of a Third-Party Claim. Such cooperation shall include the retention and (upon any manner whatsoeverIndemnified Party’s or Indemnifying Party’s request) the provision of records and information which are relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (e) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (f) The indemnities provided in this Agreement shall survive the Closing; provided, however, that the indemnities provided under Section 7.2(a)(1), Section 7.2(b)(1) or Section 7.3(a)(1) shall terminate when the applicable representation or warranty terminates pursuant to this Agreement, except as to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously delivered a Claim Notice.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified (a) If a claim or demand is made by a Third Party (a “Third Party Claim”) against a SpinCo Indemnitee or a RemainCo Indemnitee (each, an “Indemnified Party”) agrees as to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends is entitled to base indemnification pursuant to this Agreement, such Indemnified Party shall notify the Party which is or may be required pursuant to Section 5.2 or Section 5.3 to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail (a “Claim Notice”). The Claim Notice shall be given promptly after the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail (an “Indemnity Claim”to the extent known) the nature and amount of the claim. The failure of the Indemnified Party to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article 15. In ARTICLE V, except to the event extent that an Indemnity the Indemnifying Party is actually and materially prejudiced by the failure to give such Claim is brought or made against both partiesNotice. (b) If a Claim Notice relates to a Third Party Claim, then each party will have the right Indemnifying Party may, through counsel of its own choosing and reasonably satisfactory to the Indemnified Party, assume the defense and investigation of such Third Party Claim; provided that the Indemnified Party shall be represented by (i) entitled to participate in any such defense with counsel of its own choice at its own expenseexpense and (ii) entitled to participate in any such defense with counsel of its own choice at the expense of the Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct. Notwithstanding In any event, if the foregoingIndemnifying Party fails to take reasonable steps necessary to defend diligently the Proceeding within thirty (30) days after receiving a Claim Notice with respect to the Third Party Claim, in the event that Indemnified Party may assume such Indemnity Claim relates solely to causes defense, and the fees and expenses of its attorneys will be covered by Section 15.1 hereofthe indemnity provided for in this ARTICLE V. The Indemnifying Party shall not, then Eagle will assume full control of without the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling(which consent shall not be unreasonably withheld, ceasing to defend conditioned or otherwise disposing delayed), settle or compromise any pending or threatened Third Party Claim in respect of any Indemnity Claim if as a result thereof which indemnification may be sought hereunder (whether or not the Indemnified Party would become subject is an actual or potential party to injunctive such Proceeding) or other equitable relief consent to the entry of any judgment (i) which does not, to the extent that an Indemnified Party may have any Liability with respect to such Proceeding, include as an unconditional term thereof the delivery by the claimant or the business of plaintiff to the Indemnified Party would be adversely affected of a written release from all Liability in respect of such Third Party Claim, (ii) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party or (iii) in any manner whatsoeverthat involves any injunctive relief against the Indemnified Party or that may materially and adversely affect the Indemnified Party. The Indemnified Party may not compromise or settle any pending or threatened Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. (c) The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. In connection with any fact, matter, event or circumstance that may give rise to a claim against an Indemnifying Party under this Agreement, the Indemnified Party shall: (i) preserve all material evidence relevant to the claim; (ii) allow the Indemnifying Party’s Representatives to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim; and (iii) disclose (at its own expense) to the Indemnifying Party and its Representatives all material of which it is aware which relates to the claim and provide all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Indemnifying Party or its Representatives may reasonably request, subject to the Indemnifying Party or its Representatives agreeing in such form as the Indemnified Party may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question. (d) Except in the case of intentional fraud and as otherwise provided in this Agreement, the rights and remedies under this ARTICLE V are exclusive and in lieu of any and all other rights and remedies that any Party may have against any other Party or any failure to perform any covenant or agreement set forth in this Agreement. Each Party expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party, or their respective Affiliates, respectively, now or in the future under any Law with respect to the transactions contemplated by this Agreement. The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Parties with respect to transactions contemplated by this Agreement.

Claims. (a) At the time when either of the Consolidated Entities learns of any potential claim under this Agreement (an “Escrow Claim”) against the Indemnifying Party, it will promptly give written notice (a “Claim Notice”) to the Principal and the Escrow Agent; provided that the failure to so notify the Principal or the Escrow Agent shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Eagle Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party and Sandoz giving rise to such Escrow Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article IV as soon as an Escrow Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) The Principal shall be entitled, at his own expense, to elect in accordance with Section 4.06 below, to assume and control the defense of any Escrow Claim based on claims asserted by third parties (“Indemnified PartyThird Party Claims”) agrees ), through counsel chosen by the Principal and reasonably acceptable to give the indemnifying party prompt REIT, if he gives written notice of any matter upon which his intention to do so to the Consolidated Entities within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel defense at its their own expense. Notwithstanding Without limiting the foregoing, in the event that the Principal exercises the right to undertake any such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense against a Third Party Claim, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will shall cooperate with the Principal in such defense and make available to the indemnifying party and its counselPrincipal, at all reasonable times during normal business hoursthe Principal’s expense, all books witnesses, pertinent records, materials and records information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party relating to such suit, claim or proceedingis released from all liability with respect to such claim, and each party will render to the other party such assistance as it may reasonably require (iii) there is no equitable order, judgment or term that in order to ensure proper and adequate defense of any such suitmanner affects, claim restrains or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or interferes with the business of the Indemnified Party would that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third Party Claim could reasonably be expected to adversely affected in any manner whatsoeveraffect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third Party Claim without the need to obtain the Principal’s consent.

Claims. Each Eagle Indemnified Party Any disputes, claims or other matters arising between ▇▇▇▇▇▇▇▇ and Sandoz Indemnified Party Herndon (for purposes of this Article 20, each a “Indemnified Party”) agrees under or relating to this Agreement (other than claims by Herndon to enforce rights under the Condominium Act, which Herndon may pursue without regard to this Article 20) that are not resolved in accordance with the express terms of this Agreement, including without limitation the provisions of Article 10, (collectively “Claims”) shall be resolved pursuant to this Article 20. Either Party shall give the indemnifying party prompt other Party written notice of any matter upon Claim for any additional compensation, damages, or delay under this Agreement within ten days of the beginning of the occurrence of the event leading to the Claim being made, and shall submit the actual Claim and any supporting data within thirty days after the occurrence giving rise to the Claim ends. The written notice shall be a document addressed to the other Party that clearly states the intention to make a Claim and the occurrence involved and shall be transmitted in a manner to ensure prompt receipt by the other Party. The Claim must be certified under oath as true and correct by a principal of the Party (in the case of Herndon, the Town Manager or his designee) making the Claim. The "occurrence" means the condition encountered in the field giving rise to the Claim and not a later dispute about payment for that condition. For payment not involving a claim to extra payment due to a condition encountered in the field, “occurrence” means when a party makes written demand for payment provided by this Agreement and the other party fails or refuses to make payment within the time allowed by this Agreement. Claims of time impacts will be resolved as they occur, and no Claims of cumulative impacts or deferral of claimed impacts will be allowed. Complete satisfaction of this subsection is an absolute prerequisite for either Party to pursue a Claim against the other arising under or relating to this Agreement. Failure to satisfy this subsection shall constitute a waiver of the Claim for which such Indemnified failure occurs. The Parties shall first endeavor to resolve any Claims between them through direct negotiations, and if such direct negotiations fail, by nonbinding mediation conducted pursuant to the Rules of the American Arbitration Association, with the site of the mediation being Herndon, Virginia. Such mediation shall be administered by the ▇▇▇▇▇▇▇▇ Group, and with use of a mediator form the ▇▇▇▇▇▇▇▇ Group. Should the Claim remain unresolved for the shorter of (i) following negotiation and mediation, or (ii) more than ninety days after mediation is requested by a Party, either Party intends may proceed in accordance with subsection (3). However, nothing in this subsection excuses either Party from compliance with all the provisions of this Section 20.1. If the procedures of subsection (2) have been followed, but, more than ninety days have passed since a Party has invoked mediation, and the Claim remains unresolved, then either Party may institute an action in the Circuit Court of the County of Fairfax, Virginia, or if the subject or amount in controversy is within its jurisdiction, the General District Court of the County of Fairfax, Virginia, and may thereafter pursue all available appeals in Virginia state courts, to base the extent they have jurisdiction. Nothing in subsections 20.1(2) and 20.1(3) shall prevent a claim for indemnification (an “Indemnity Claim”) under this Article 15Party from seeking temporary injunctive or other temporary equitable relief in the Circuit Court of the County of Fairfax if circumstances so warrant. In the event that an Indemnity of any Claim is brought or made against both partiesarising, then each party will have Party shall continue its performance diligently during its pendency as if no Claim had arisen. During the pendency of any Claim, ▇▇▇▇▇▇▇▇ shall be entitled to receive payments for non-disputed items, subject to any right to be represented of set- off by counsel at its own expenseHerndon. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement This Article 20 and the payment other provisions of this Agreement supersede any damages thereof, will be borne solely right at common law by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control either Party for a claim of the defense material breach or for rescission of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverthis Agreement.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) In the event that any party desires to make a claim under Sections 9.02, 9.04 or 9.06 hereof in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any party for which such party may seek indemnification hereunder (a “Claim”), the party or parties entitled to indemnification hereunder (the “Indemnified Party”) agrees shall promptly notify the party or parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the indemnifying party prompt written notice Indemnifying Parties of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) their obligations under this Article 15. In IX, except to the event extent, if at all, that an Indemnity Claim is brought or made against both partiesthe Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 9.07(a), then each party will have the right Indemnifying Parties will, subject to be represented by counsel at its own expense. Notwithstanding the foregoingprovisions of Section 9.07(c), in assume the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full defense and control of such Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Indemnity Claim including without limitation with its own counsel and at its own expense (except as provided in Section 9.07(d)). The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement thereof All expenses of such suit, claim or proceeding, including Claim; and shall at all times diligently and promptly pursue the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense resolution of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by SandozClaim. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceedingshall, and shall cause each party will render to of its Affiliates and representatives to, cooperate fully with the other party such assistance as it may reasonably require Indemnifying Parties in order to ensure proper and adequate the defense of any such suitClaim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, claim or proceeding. The indemnifying party will obtain the written entry of any judgment arising from, any Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party prior or agree to settling, ceasing any restriction or condition that would apply to defend or otherwise disposing adversely affect any Indemnified Party or to the conduct of any Indemnity Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Claim. (d) The Indemnifying Parties shall also be liable for the reasonable fees and expenses of counsel incurred by an Indemnified Party in defending any Claim if as such Claim, if successful, is likely to result in a result thereof the Indemnified Party would become subject to injunctive judgment, decree or order of injunction or other equitable relief or the business of the relief for other than money damages against such Indemnified Party would be adversely affected in any manner whatsoeverParty.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party If any party (“Indemnified Party”the "Indemnitee") agrees to give the indemnifying party prompt written receives notice of any matter upon which such Indemnified Party intends circumstances that would give rise to base a claim for indemnification (an “Indemnity Claim”) by such party under this Article 15X, or of the commencement of any action or proceeding with respect to which any other party is obligated to provide indemnification (the "Indemnitor") pursuant to this Article X (each a "Claim"), the Indemnitee shall promptly give the Indemnitor notice thereof; provided, however, that the failure to give such notice hereunder shall not affect a party's rights to indemnification hereunder except to the extent that such failure materially prejudices the Indemnitor and except as set forth in the last sentence of Section 10.4 above. In Within thirty (30) days after delivery of such notice, the event that an Indemnity Claim is brought Indemnitor shall notify the Indemnitee whether it elects to make payment of the amount claimed or made against both parties, then each party will have the right to contest such claim by appropriate legal proceedings. Any defense of a claim shall be represented conducted by counsel of good standing chosen by Indemnitor and reasonably satisfactory to Indemnitee. Such defense shall be conducted at its own expensethe expense of Indemnitor, except that if any proceeding involves both claims against which indemnity is granted under this Agreement and other claims for which indemnification is not granted hereunder, the expense of defending against such claims shall be borne by the Indemnitor and the Indemnitee in respective proportion to the dollar amount of the claims for which they may be liable based on the aggregate dollar amount of the claims. Notwithstanding anything to the foregoingcontrary contained herein, in the event that such Indemnity Claim relates solely Seller shall not compromise a claim relating to causes covered by Section 15.1 hereof, then Eagle will assume full control Taxes of the defense of such Indemnity Claim including without limitation Acquired Companies that affects the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment Tax liability of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including Acquired Companies for any period ending after the Closing Date without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the prior written consent of the Indemnified Party prior to settlingBuyer, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would which consent shall not be adversely affected in any manner whatsoeverunreasonably withheld.

Claims. Each Eagle Indemnified Party and Sandoz (a) With respect to any claims for Losses made by third parties against an Indemnified Party (“Indemnified PartyThird-Party Claim”) agrees which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Article IX, the following terms and conditions shall apply: (i) The Indemnified Party shall give the indemnifying party Indemnifying Party prompt written notice of any matter upon which such Third-Party Claim; provided, however, that (A) failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party demonstrates that it has been materially prejudiced as a result of such failure; and (B) the Indemnifying Party shall have the right, after it acknowledges in writing to the Indemnified Party intends its obligation to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In indemnify the event Indemnified Party hereunder, to undertake the defense thereof by counsel reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s sole expense; provided, that an Indemnity Claim is brought or made against both partiesif the Indemnifying Party assumes such defense, then each party will the Indemnified Party shall have the right to be represented by counsel participate in the defense thereof and to employ counsel, at its own expense. Notwithstanding , separate from the foregoingcounsel employed by the Indemnifying Party, in it being understood that the event that Indemnifying Party shall control such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense; (ii) Within thirty (30) Business Days following the receipt of notice of a Third-Party Claim, then Eagle will assume full control of if the Indemnifying Party has not assumed the defense of such Indemnity Third-Party Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely has declined to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Third-Party Claim including without limitation in writing, the Indemnified Party shall (upon further written notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement thereof All expenses of such suit, claim or proceeding, including Third-Party Claim on behalf of and for the settlement account and risk of the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Indemnifying Party will make available subject to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records right of the other party relating Indemnifying Party to assume the defense of such suitThird-Party Claim at any time prior to settlement, claim compromise or proceeding, and each party will render final determination thereof; and (iii) Notwithstanding any provision in this Article IX to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitcontrary, claim or proceeding. The indemnifying party will obtain without the prior written consent of the Indemnified Party prior (which consent shall not be unreasonably withheld, conditioned or delayed), the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim or consent to settling, ceasing to defend or otherwise disposing the entry of any Indemnity Claim if judgment with respect thereto, except in the case of any settlement that (A) includes as a result an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party would become subject of a written unconditional release from all Liability in respect of such Third-Party Claim and (B) provides solely for monetary relief as to injunctive or other equitable relief or the business of which the Indemnified Party would shall be adversely affected indemnified in full (subject to the limitations set forth in Section 9.5) and does not otherwise involve or purport to bind or limit the Indemnified Party. In addition, if the Indemnifying Party shall have assumed the defense of the Third-Party Claim, the Indemnified Party shall not admit any manner whatsoeverliability with respect to, or settle, compromise or discharge, any Third-Party Claim or consent to the entry of any judgment with respect thereto, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Indemnifying Party will not be subject to any liability for any such admission, settlement, compromise, discharge or consent to Judgment made by an Indemnified Party without such prior written consent of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 9.2 or Section 9.3 that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall, as promptly as practicable after discovery of such claim, deliver written notice of such claim to the Indemnifying Party. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability which it may have to such Indemnified Party under Section 9.2 or Section 9.3, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by such failure.

Claims. Each Eagle (a) If any claim or demand in respect of which an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees could reasonably be expected to give the indemnifying party prompt written notice of any matter upon which rise to seek claim for indemnity under this Article 10 is asserted against such Indemnified Party intends to base by a claim for indemnification Person other than a Party (an a “Indemnity Third-Party Claim”), such Indemnified Party shall deliver a Claim Notice, including copies of all relevant pleadings, documents and information in such Indemnified Party’s possession, to such Indemnifying Party within ten (10) under this Article 15Business Days following the receipt of such assertion of the Third-Party Claim by such Indemnified Party; provided, however, that the failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party of its obligations hereunder except to the extent that such Indemnifying Party is materially prejudiced by such failure. In The Indemnifying Party shall have ten (10) Business Days after its receipt of any Claim Notice (the event “Third-Party Claim Response Period”), within which to give notice to the Indemnified Party, in writing, either electing to control or not control the defense of such Third-Party Claim. (b) Subject to Section 10.6(c), if the Indemnifying Party notifies the Indemnified Party that an Indemnity it elects to control the defense of any Third-Party Claim is brought or made against both partieswithin the applicable Third-Party Claim Response Period, then each party will such Indemnifying Party shall have the right to be represented by counsel at its own expense. Notwithstanding assume the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full conduct and control of the defense of such Indemnity Third-Party Claim, in which case such proceedings will be diligently prosecuted to a final conclusion or will be settled; provided, however, that the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim including without limitation that (i) seeks specific performance, an injunction or other equitable relief as the settlement thereof All expenses primary remedy against an Indemnified Party that could have a material impact on the business of such suit, claim Indemnified Party or any of its Affiliates or (ii) arises in connection with any criminal proceeding, including indictment or investigation. If the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full Indemnifying Party assumes control of the defense of such Indemnity Claim including without limitation any Third-Party Claim, Indemnified Party shall be entitled to participate in the settlement thereof All expenses defense of such suitThird-Party Claim with a single separate counsel of its choice which shall be at such Indemnified Party’s own expense. Unless consented in writing to by the Indemnified Party, claim or proceedingsuch Indemnifying Party shall not enter into any settlement that (i) does not fully, finally and unconditionally release such Indemnified Party from all Liability with respect to such Third-Party Claim, (ii) requires a non-monetary commitment by such Indemnified Party, including the settlement and the compliance with an injunction or other equitable relief, (iii) results in any monetary payment not paid in full by such Indemnifying Party, or (iv) includes any admission of any damages thereof, will be borne solely by Sandozguilt or culpability. The Indemnified Party will make available to shall reasonably cooperate in such defense at the indemnifying party and its counselexpense of the Indemnifying Party. The Indemnified Party, at all reasonable times during normal business hoursits expense, all books may participate in, but not control, any defense or settlement of any Third-Party Claim conducted by the Indemnifying Party pursuant to this Section 10.6(b). If the Indemnifying Party does not control the defense and records of the other party relating Indemnified Party prevails on the Third-Party Claim, the Indemnifying Party shall not be responsible for any cost or expense in connection therewith. (c) If the Indemnifying Party fails to such suit, claim or proceeding, and each party will render elect to control the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any Third-Party Claim in accordance with Section 10.6(b) within the Third-Party Claim Response Period for such suitThird- 42 Party Claim, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settlingmay retain counsel and assume such defense of such Third-Party Claim, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof and such Indemnifying Party and such Indemnified Party shall reasonably cooperate in such defense. If the Indemnified Party would become subject to injunctive or other equitable relief or assumes the business conduct and control of the Indemnified defense of a Third-Party would Claim, the Indemnifying Party shall not be adversely affected in liable for any manner whatsoeversettlement effected without its prior written consent.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) From time to time during the Claims Period, Acquirer may deliver to the Stockholders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Indemnified PartyClaim Certificate”): (i) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event stating that an Indemnity Claim is brought Indemnified Person has incurred, paid, reserved or made against both partiesaccrued, then each party will have or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the right to be represented by counsel at its own expense. Notwithstanding the foregoingamount of such Indemnifiable Damages (which, in the event that case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Indemnifiable Damages included in the amount so stated and the nature of the defense claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the knowledge of such Indemnity officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim including without limitation Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the settlement thereof All expenses delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such suitClaims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, claim or proceeding, including the settlement unless (and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available only to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of extent that) the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief Stockholders’ Agent or the business of the Indemnified Party would be adversely affected in any manner whatsoeverConverting Holders are materially prejudiced thereby.

Claims. Each Eagle (a) Any Parent Indemnified Party and Sandoz or Company Indemnified Party seeking indemnification under Section 10.02 (an “Indemnified Party”) agrees to shall give the indemnifying party prompt Representative or Parent, as applicable (the Representative or Parent, in such capacity, the “Responsible Party”), written notice (a “Claim Notice”) of any matter upon which such Indemnified Party has determined has given rise to a right of indemnification under Section 10.02, promptly, but in any event within thirty (30) days of such determination, and such Claim Notice shall set forth in reasonable detail the representation(s), warranty(ies) or covenant(s) of this Agreement alleged to have been untrue or incorrect or breached, and to the extent known, the circumstances giving rise to the claimed Losses, and specify the Indemnified Party’s good faith estimate of the amount of the claimed Losses; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced by such failure. If the Responsible Party has disputed a claim for indemnification under Section 10.02 (including any Third Party Claim) or has not notified the Indemnified Party within thirty (30) days from its receipt of the Claim Notice that the Responsible Party disputes or does not dispute such claim, the Responsible Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Responsible Party and the Indemnified Party cannot resolve such dispute in ninety (90) days after delivery of a Claim Notice, such dispute shall be resolved pursuant to the terms of Sections 13.10, 13.14 and 13.15. (b) If an Action by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) seek indemnity with respect thereto under this Article 15Section 10.02, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. In the event that an Indemnity Claim is brought or made against both parties, then each party will The Responsible Party shall have the right to assume, within twenty (20) days after receipt of such notice, the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, by sending notice thereof to the Indemnified Party, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, further, that the fees and expenses of such counsel shall be represented borne by such Indemnified Party; and provided further, that the Indemnified Party shall be entitled to assume and control such defense (at the expense of the Responsible Party) in the event the Responsible Party is not timely and diligently pursuing such defense. Notwithstanding an election by the Responsible Party to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate co-counsel and to participate in the defense as counsel of record, if applicable, in such action or proceeding (and the parties shall jointly control the defense), and the Responsible Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) there exists any actual or reasonably likely conflict of interest between the Indemnified Party and the Responsible Party in connection with the defense of the Third Party Claim that would make representation by the same counsel or the counsel selected by the Responsible Party inappropriate, (ii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party, (iii) such Third Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Action, (iv) the amount at its own expenseissue in the Third Party Claim exceeds the Parent Cap, where a Parent Indemnified Party is seeking indemnification, or the Company Cap, where a Company Indemnified Party is seeking indemnification, minus the sum of any amounts actually paid to all Parent Indemnified Parties or all Company Indemnified Parties, respectively, pursuant to this Article X or (v) the resolution of the Third Party Claim would reasonably be expected to affect in any material respect the operations or business of the Parent Indemnified Parties, or the Company Indemnified Parties, as applicable. (c) The Indemnified Party shall not pay or settle any such Third Party Claim without the prior written consent of the Responsible Party. Notwithstanding the foregoing, in the event that Indemnified Party shall have the right to pay or settle any such Indemnity Third Party Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control without the consent of the defense of Responsible Party if such Indemnity Claim including without limitation Indemnified Party shall waive any right to indemnity therefor by the settlement thereof All expenses of Responsible Party for such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by SandozThird Party Claim. The Indemnified Responsible Party will make available to shall not, except with the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party, enter into any settlement of a Third Party prior Claim that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim to settling, ceasing all Indemnified Parties of an unconditional release from all Liability with respect to defend such Third Party Claim or otherwise disposing consent to entry of any Indemnity Claim if as a result thereof judgment, (ii) does not involve only the Indemnified Party would become subject to injunctive payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Party, (iv) includes any admission of wrongdoing or the business of misconduct by the Indemnified Party would be adversely affected or (v) involves the payment of money damages in any manner whatsoeverexcess of the remaining portion of the Holdback Amount or Escrow Amount, as applicable.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”a) agrees If any Parent Indemnitee shall determine to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base assert a claim for indemnification under this Section 10, Parent shall promptly thereafter deliver to the Stockholder Representative a written claim notice relating to such Losses (an a “Indemnity Claim Notice”). A Claim Notice shall state in reasonable detail the nature of the claim and the estimated amount of the claim (to the extent such amount is known or can be reasonably estimated) and will include copies of all material written evidence of the claim. The failure of any Parent Indemnitee to give a Claim Notice promptly shall not preclude the Parent Indemnitee from exercising its rights under this Agreement, except to the extent that the Stockholder Representative, on behalf of the stockholders of the Company, is actually and materially prejudiced by the failure to give such Claim Notice promptly. (b) If any Company Indemnitee shall determine to assert a claim for indemnification under this Section 10, the Stockholder Representative shall promptly thereafter deliver to the Parent a Claim Notice, stating in reasonable detail the nature of the claim and the estimated amount of the claim (to the extent such amount is known or can be reasonably estimated) and will include copies of all material written evidence of the claim. The failure of the Stockholder Representative to give a Claim Notice promptly shall not preclude the Company Indemnitees from exercising their rights under this Agreement, except to the extent that the Parent is actually and materially prejudiced by the failure to give such Claim Notice promptly. (c) If a Claim Notice relates to a claim, action, suit, proceeding or demand asserted by a Person who is not a Party (or a successor to a Party) to this Agreement (a “Third Party Claim”) and solely relates to monetary damages, the Indemnifying Party may, through counsel of its own choosing and reasonably satisfactory to the Indemnified Party, assume the defense and investigation of such Third Party Claim; provided, however, that the Indemnified Party shall be (i) entitled to participate in any such defense with counsel of its own choice at its own expense and (ii) entitled to participate in any such defense with counsel of its own choice at the expense of the Indemnifying Party (and the reasonable fees and expenses of such counsel shall be Losses covered by this Section 10) if representation of both parties by the same counsel creates a conflict of interest under applicable standards of professional conduct for attorneys. If the Indemnifying Party elects to assume the defense and investigation of such Third Party Claim, it shall notify the Indemnified Party in writing of its assumption of the defense and investigation of such Third Party Claim promptly and in any event within 30 days following receipt of the Claim Notice. If the Indemnifying Party fails to notify the Indemnified Party of its assumption of the defense and investigation of such Third Party Claim or fails to take reasonable steps necessary to defend diligently such Third Party Claim after notifying the Indemnified Party of its assumption of the defense and investigation of such Third Party Claim, the Indemnified Party may assume such defense with counsel of its own choice, and the reasonable fees and expenses of such counsel shall be Losses covered by this Article 15Section 10. In If the event Indemnifying Party notifies the Indemnified Party that an Indemnity Claim is brought or made against both partiesit desires to assume the defense and investigation of such Third Party Claim, then each party will have it shall use its commercially reasonable efforts to defend and protect the right interests of the Indemnified Party with respect to such Third Party Claim. (d) The Indemnifying Party shall not (i) be represented by entitled to control, but may participate in with counsel of its own choice at its own expense. Notwithstanding , and the foregoingIndemnified Party shall be entitled to have control over, the investigation, defense and settlement of any Third Party Claim (and may seek indemnification under this Section 10 in respect thereof) that (A) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (B) in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereofIndemnified Party’s reasonable judgment, then Eagle will assume full control could result in Losses in excess of the defense value of such Indemnity the remaining Holdback Shares (determined based on the Parent Share Price as of the date of the applicable Claim including without limitation the settlement thereof All expenses of such suitNotice), claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, (C) in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control reasonable judgment of the defense Indemnified Party, could have a material adverse effect on the business or condition (financial or otherwise), results of such Indemnity Claim including without limitation the settlement thereof All expenses of such suitoperations, claim operations, assets, properties or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records liabilities of the other party relating to such suitIndemnified Party, claim or proceeding, and each party will render to (ii) without the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the prior written consent of the Indemnified Party, settle or compromise any pending or threatened Third Party prior to settling, ceasing to defend Claim in respect of which recovery may be sought hereunder (whether or otherwise disposing of any Indemnity Claim if as a result thereof not the Indemnified Party would become subject is an actual or potential party to injunctive such action or other equitable relief claim) or consent to the entry of any judgment (A) that does not, to the extent that a Indemnified Party may have any liability with respect to such Third Party Claim for which such Indemnified Party is entitled to be indemnified hereunder, include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim, (B) that imposes any liabilities or obligations on the Indemnified Party that are in excess of the value of the remaining Holdback Shares or Parent Indemnity Shares, as applicable (in each case determined based on the Parent Share Price as of the date of the applicable Claim Notice), (C) with respect to any non-monetary provisions of such settlement, compromise or judgment, could, in the Indemnified Party’s reasonable discretion, have a material adverse effect on the business or condition (financial or otherwise), results of operations, operations, assets, properties or liabilities of the Indemnified Party, (D) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the Indemnified Party would be adversely affected or any of its directors or officers or (E) which in any manner whatsoeverinvolves any injunctive relief or equitable remedy against the Indemnified Party subject the Indemnified Party’s assets to any encumbrance or result in any restriction or condition that would affect the Indemnified Party’s business. The Indemnified Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or appropriate for the defense of any Third Party Claim, subject to any bona fide claims of attorney-client or other applicable privilege, and the Indemnified Party shall use its reasonable efforts to assist, and to cause its employees and counsel to assist, in the defense of such Third Party Claim. The Indemnified Party shall be entitled to claim any reasonable out-of-pocket costs and expenses incurred in connection with providing assistance in the defense of a Third Party Claim pursuant to the foregoing sentence as Losses covered by this Section 10.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified a) Any claim for indemnity under Section 12.2 or 12.3 shall be made by written notice from the party seeking to be indemnified (the "Indemnitee") to the party from which indemnification is sought (the "Indemnifying Party”") agrees to give specifying in reasonable detail the indemnifying party prompt written basis of the claim. (b) When an Indemnitee seeking indemnification under Section 12.2 or 12.3 receives notice of any matter upon claims made by third parties ("Third Party Claims") which such Indemnified Party intends are to base be the basis for a claim for indemnification hereunder, the Indemnitee shall give written notice within a reasonable period thereof to the Indemnifying Party reasonably indicating the nature of such claims and the basis thereof. Upon notice from the Indemnitee, the Indemnifying Party may, but shall not be required to, assume the defense of any such Third Party Claim, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, provided, however, that (i) the Indemnifying Party shall not settle any such claim without the Indemnitee's prior written consent (which consent shall not be unreasonably withheld) unless the only remedy for such claim is monetary damages which are paid in full by the Indemnifying Party, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnitee, settle or compromise any claim which does not include as an “Indemnity Claim”) under this Article 15unconditional term thereof the giving by the claimant or the plaintiff to Indemnitee, a release from all liability in respect to such claim. In connection with any claim involving any remedy other than monetary damages, the event that an Indemnity Claim is brought or made against both parties, then each party will Indemnitee shall have the right to be represented by counsel at kept informed and be consulted in connection with the resolution of such claim. The Indemnifying Party shall give notice to the Indemnitee as to its own expenseintention to assume the defense of any such Third Party Claim within twenty (20) days after the date of receipt of the Indemnitee's notice in respect of such Third Party Claim. Notwithstanding If an Indemnifying Party does not give notice to the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Indemnitee of its assumption of the defense of such Indemnity the Third Party Claim including without limitation within twenty (20) days after the settlement thereof All Indemnitee's notice is given, the Indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnitee assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 12.5, the Indemnifying Party shall pay all reasonable costs and expenses of such suitdefense and shall be fully responsible for the outcome thereof. The Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its prior written consent, claim or proceeding, including which consent shall not be unreasonably withheld. (c) Both the settlement Indemnitee and the payment Indemnifying Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any damages thereofsuch claim, will be borne solely proceeding or action, including, without limitation, by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make making available to the indemnifying party other all pertinent information and witnesses within its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoevercontrol.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) indemnified party agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party indemnified party intends to base a claim for indemnification (an “"Indemnity Claim”") under this Article 15Six. In the event that an Indemnity Claim is brought or made against both parties, then each The indemnified party will shall have the right to be represented by counsel at its own expense. Notwithstanding participate with the foregoing, indemnifying party in the event that such indemnifying party's defense, settlement or other disposition of any Indemnity Claim relates solely Claim, subject to causes covered by Section 15.1 hereof, then Eagle will assume full the ultimate control of the defense of such indemnifying party. With respect to any Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and relating solely to the payment of any money damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, and which could not result in the event that such Indemnity Claim relates solely indemnified party's becoming subject to causes covered by Section 15.2 hereof, then Sandoz will assume full control injunctive or other equitable relief or otherwise materially adversely affect the business of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suitindemnified party in any manner, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such I mnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and its counsel, at all reasonable times during normal business hours, all books and records with respect to any such settlement shall have obtained the written release of the other indemnified party relating to such suit, claim or proceeding, and each party will render to from the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceedingIndemnity Claim. The indemnifying party will shall obtain the written consent of the Indemnified Party indemnified party prior to settling, ceasing to defend defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party indemnified party would become subject to injunctive or other equitable relief or the business of the Indemnified Party indemnified party would be adversely affected in any manner whatsoevermanner.

Claims. Each Eagle Indemnified (a) If a claim, action, suit or proceeding by a Person, including any Governmental Entity, who is not a Party and Sandoz Indemnified or an Affiliate thereof (a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 9.2 (an “Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which ), and if such Indemnified Party intends to base seek indemnity with respect thereto under this Article 9, such Indemnified Party shall promptly notify the Party obligated to indemnify such Indemnified Party (or, in the case of a Purchaser Indemnitee seeking indemnification, such Purchaser Indemnitee shall promptly notify the Representative, in each case, such notified Party, the “Responsible Party”)) of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent (and only to the extent) that the Responsible Party is actually prejudiced thereby. Such notice shall identify specifically the basis under which indemnification is sought pursuant to Section 9.2 and enclose true and correct copies of any written document furnished to the Indemnified Party by the Person that instituted the Third Party Claim. The Responsible Party shall have 30 days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the defense thereof, and the Indemnified Party shall cooperate with the Responsible Party in connection therewith; provided that such assumption and control shall occur only if (i) the Third Party Claim involves solely a claim for indemnification monetary damages (provided that if the Third Party Claim seeks an “Indemnity Claim”) under this Article 15. In order, injunction or other equitable relief or relief for other than monetary damages against the event Indemnified Party that an Indemnity Claim is brought or made against both partiesthe Indemnified Party reasonably determines, then each party will have after conferring with its outside counsel, can be readily separated from any related claim for monetary damages, the right Responsible Party shall be entitled to be represented by counsel at its own expense. Notwithstanding assume the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suitportion relating to monetary damages), claim or proceeding(ii) the Responsible Party acknowledges in writing its irrevocable and unconditional obligation to indemnify the Indemnified Party hereunder (subject to the limitations set forth in this Article 9), including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of (iii) the defense of such Indemnity Third Party Claim including without limitation by the settlement thereof All Responsible Party would not reasonably be expected to adversely effect the Indemnified Party’s relationship with any of the Material Customers and (iv) in the case of a Purchaser Indemnitee seeking indemnification, taking into account all other pending claims for indemnification, the provisions of Section 9.4(d) relating to the Escrow Account would not reasonably be expected to prevent any Purchaser Indemnitee from being fully indemnified (subject to the limitations set forth in this Article 9) with the then remaining funds in the Escrow Account with respect to such Third Party Claim in the event of an adverse determination. If the Responsible Party shall assume the conduct and control of any such Third Party Claim, the Responsible Party shall permit the Indemnified Party to participate in such defense through counsel chosen by such Indemnified Party (the reasonable fees and expenses of such suitcounsel shall be borne by such Responsible Party if (A) the Indemnified Party shall have determined in good faith, after consultation with outside legal counsel, that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Responsible Party inappropriate or (B) the Responsible Party shall have authorized the Indemnified Party to employ separate counsel at the Responsible Party’s expense). So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or proceedingsettle any such claim; provided that, including notwithstanding the settlement and foregoing, the Indemnified Party shall have the right to pay or settle any such claim if it waives any right to indemnity therefor unless the Responsible Party shall have consented to such payment or settlement. If the Responsible Party does not notify the Indemnified Party within 30 days after the receipt of any damages the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, will be borne solely by Sandozthe Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnified Responsible Party will make available to shall not, except with the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim unless the relief consists solely of money Losses to settling, ceasing be paid by the Responsible Party and includes as an unconditional term thereof the giving by the Person(s) asserting such claim to defend all Indemnified Parties of an unconditional release from all liability with respect to such claim. (b) All of the Parties shall reasonably cooperate in the defense or otherwise disposing prosecution of any Indemnity Third Party Claim if in respect of which indemnity may be sought hereunder, and each Party (or a duly authorized representative of such Party) shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would may be adversely affected reasonably requested in any manner whatsoeverconnection therewith.

Claims. Each Eagle (a) If any lawsuit or enforcement action is filed against Asaph or any of the Indemnified Party and Sandoz Indemnified Party TAIYO Parties with respect to which such party (“Indemnified Party”) agrees is entitled to give the indemnifying party prompt written notice indemnification under this Article 14 or an Indemnified Party becomes aware of any matter upon fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article 14, then such Indemnified Party intends shall give notice thereof (a “Claim Notice”) to base the Party against whom indemnity is (or may be) sought (“Indemnifying Party”) as promptly as practicable, specifying in reasonable detail such lawsuit, enforcement action, fact, condition or event which forms a claim reasonable ground for the indemnification hereunder (an a “Indemnity Claim”). (b) under this Article 15. In To the event extent that the Indemnifying Party demonstrates that a failure of an Indemnity Indemnified Party to give a timely Claim is brought or made against both partiesNotice has had a material and adverse affect on the Indemnifying Party’s ability to deal with a Claim, then each party will such failure shall terminate the Indemnified Party’s rights to indemnification hereunder. (c) The Indemnifying Party shall be entitled to discuss with the Indemnified Party as to the approaches to be taken in dealing with a Claim and express its opinions to the Indemnified Party. (d) After giving a Claim Notice to the Indemnifying Party, the Indemnifying Party shall have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full (i) take control of the defense of and/or investigation of, or otherwise deal with, such Indemnity Claim including without limitation Claim, (ii) employ and engage attorneys and/or other appropriate professionals to handle and defend, or otherwise deal with the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceedingsame, and each party will render to (iii) compromise or settle such Claim, which compromise or settlement shall be made only with the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the prior written consent of the Indemnified Party prior Party, such consent not to settlingbe unreasonably withheld, ceasing to defend conditioned or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverdelayed.

Claims. All claims for indemnification by either a Purchaser Indemnitee or Company Indemnitee pursuant to this Section 7 shall be made as follows: (a) If a Purchaser or Company Indemnitee has incurred or suffered Losses for which it is entitled to indemnification under this Section 7, then such Purchaser or Company Indemnitee shall give prompt written notice of such claim (a “Claim Notice”) to the Company or such Purchaser, as applicable. Each Eagle Indemnified Party Claim Notice shall state the amount of claimed Losses (the “Claimed Amount”), if known, and Sandoz Indemnified Party the basis for such claim. (b) Within 30 days after delivery of a Claim Notice, the Company or Purchaser, as applicable (the “Indemnifying Party”) shall provide to each Purchaser or Company Indemnitee, as applicable (the “Indemnified Party”), a written response (the “Response Notice”) in which the Indemnifying Party shall: (i) agree that all of the Claimed Amount is owed to the Indemnified Party, (ii) agree that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified Party, or (iii) contest that any of the Claimed Amount is owed to the Indemnified Party. The Indemnifying Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which the Indemnified Party is entitled to indemnification under this Section 7. If no Response Notice is delivered by the Indemnifying Party within such 30-day period, then the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (c) If the Indemnifying Party in the Response Notice agrees (or is deemed to give have agreed) that all of the indemnifying party prompt written notice Claimed Amount is owed to the Indemnified Party, then the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Claimed Amount to be paid in the manner set forth in this Section 7. If the Indemnifying Party in the Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party, then the Indemnifying Party shall owe to the Indemnified Party an amount equal to the agreed amount set forth in such Response Notice to be paid in the manner set forth in this Section 7. The parties agree that the foregoing shall not be deemed to provide that the Indemnifying Party is entitled to make a binding determination regarding any matter upon which disputed amounts owed to an Indemnified Party, unless such Indemnified Party intends accepts and agrees to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In such determination, and both the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make and Indemnifying Party shall retain all rights and remedies available to such party hereunder. (d) No delay on the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent part of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing in notifying the Indemnifying Party shall relieve the Indemnifying Party of any Indemnity Claim if as a result thereof liability or obligation hereunder except to the Indemnified Party would become subject to injunctive extent of any actual prejudice caused by or other equitable relief or the business arising out of the Indemnified Party would be adversely affected in any manner whatsoeversuch delay.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”a) agrees to give the indemnifying party prompt written notice of Whenever any matter upon which such Indemnified Party intends to base a claim for indemnification shall arise under this Section 10, including a third party claim (each, a “Claim”), the Party seeking indemnification (the “Indemnitee”) shall notify in writing the Party from which indemnification is sought (the “Indemnitor”) of the Claim promptly after Indemnitee becomes aware of the Claim’s existence, specifying the factual basis for the Claim and the amount or an estimate (if known or reasonably determinable) of the liability that may arise therefrom (an “Indemnity Indemnification Notice”). (b) For an Indemnitee to be entitled to any indemnification provided for under this Agreement arising out of or involving a claim or demand made by any third party, including a claim or demand made by any Governmental Entity (a “Third Party Claim”), the Indemnitee shall provide an Indemnification Notice to the Indemnitor relating to the Third Party Claim as soon as possible after the Indemnitee’s receipt of notice of the Third Party Claim. Thereafter, the Indemnitee shall deliver to the Indemnitor copies of all notices and documents, including all court papers, received by the Indemnitee relating to the Third Party Claim. An Indemnitee’s failure to provide an Indemnification Notice promptly shall not relieve the Indemnitor from its indemnification obligations with respect to the subject of the Indemnification Notice, except to the extent the Indemnitor is materially prejudiced as a result of such failure. (c) under this Article 15. In the event that an Indemnity If a Third Party Claim is brought or made against both partiesan Indemnitee, then each party will the Indemnitor shall be entitled to participate in the defense of the Third Party Claim and, if the Indemnitor so chooses, to assume the defense of the Third Party Claim. If the Indemnitor so elects to assume the defense of a Third Party Claim, then the Indemnitor shall not be liable to the Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third Party Claim. If the Indemnitor assumes such defense, then the Indemnitee shall have the right to be represented by counsel participate in the defense of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood, however, that the Indemnitor shall control such defense, but shall not have the right to settle, adjust or compromise such Third Party Claim without the consent of the Indemnitee which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding If the foregoing, in the event that such Indemnity Claim relates solely Indemnitor chooses to causes covered by Section 15.1 hereofdefend any Third Party Claim, then Eagle will assume full control of the Parties shall cooperate in the defense of such Indemnity the Third Party Claim. Such cooperation shall include the retention and (upon the Indemnitor’s request) provision to the Indemnitor of records that are reasonably relevant to the Third Party Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment making employees available on a mutually convenient basis to provide additional information and explanation of any damages thereofmaterial provided. If the Indemnitor, will be borne solely by Eagle. Notwithstanding within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the foregoing, Third Party Claim or fails to defend the Third Party Claim actively and in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereofgood faith, then Sandoz will assume full control of the Indemnitee shall (upon further notice to the Indemnitor) have the right to undertake the defense of the Third Party Claim; provided, however, that, if indemnification is to be sought hereunder, the Indemnitee may not to settle, adjust or compromise such Indemnity Third Party Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settlingIndemnitor which consent shall not be unreasonably withheld, ceasing to defend conditioned or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverdelayed.

Claims. Each Eagle (a) At the time when a New REIT Indemnified Party and Sandoz learns of any Indemnity Claim, New REIT will promptly give written notice (a “Claim Notice”) to RLJ Development; provided that the failure to so notify shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Indemnity Claim. New REIT shall deliver to RLJ Development, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure. New REIT may, at its option, demand indemnity under this Article 9 as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party”Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) agrees RLJ Development shall be entitled to give elect to assume and control the indemnifying party prompt defense of any Third Party Claim, through counsel chosen by RLJ Development and reasonably acceptable to New REIT, if it gives written notice of any matter upon which its intention to do so to New REIT within thirty (30) days of the receipt of the applicable Claim Notice; provided, however, that New REIT may at all times participate in such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel defense at its own expense. Notwithstanding Without limiting the foregoing, if RLJ Development exercises the right to undertake any such defense against a Third Party Claim, New REIT shall cooperate with RLJ Development in such defense and make available to RLJ Development, at RLJ Development’s expense, all witnesses, pertinent records, materials and information in the event that such Indemnity Claim relates solely to causes covered possession of, or under the control of, any New REIT Indemnified Party relating thereto as is reasonably required by Section 15.1 hereof, then Eagle will assume full control of the defense RLJ Development. No compromise or settlement of such Indemnity Third Party Claim including may be effected by either New REIT, on the one hand, or RLJ Development, on the other hand, without limitation the settlement thereof All expenses of such suit, claim other party’s consent (which shall not be unreasonably withheld or proceeding, including the settlement and the payment delayed) unless (i) there is no finding or admission of any damages thereofviolation of Law and no effect on any other claims that may be made against a New REIT Indemnified Party or against the Holdback Fund, will be borne solely by Eagle(ii) each party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of New REIT or any of New REIT’s Affiliates. Notwithstanding the foregoing, in if the event that compromise or settlement of such Indemnity Third Party Claim relates solely could reasonably be expected to causes covered by adversely affect the status of New REIT as a real investment trust within the meaning of Section 15.2 hereof856 of the Code, then Sandoz will assume full control of New REIT shall make such decision to compromise or settle the defense of such Indemnity Third Party Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available need to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of obtain the other party relating party’s consent. All costs and expenses incurred by RLJ Development pursuant to such suit, claim or proceeding, and each party will render to this Section 9.2(b) shall be reimbursed from the other party such assistance as it may reasonably require Holdback Fund in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeveraccordance with Section 9.3.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party The party entitled to be indemnified (the “Indemnified Party”) agrees to will give the indemnifying party prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any matter upon Third-Party Action which such is reasonably anticipated to give rise to any claim for which indemnification may be required under this Agreement; provided, however, that the failure of the Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) provide such notice will not affect the Indemnifying Party’s obligations under this Article 15Section 6 if such failure does not materially prejudice the Indemnifying Party. In If the event Indemnified Party notifies the Indemnifying Party of a Third-Party Action against the Indemnified Party that an Indemnity Claim the Indemnifying Party acknowledges is brought or made against both partiesa Third-Party Action for which it must indemnify the Indemnified Party under this Agreement, then each party the Indemnifying Party will be entitled to assume the defense and control of the Third-Party Action at its own cost and expense; provided, however, that the Indemnified Party (as applicable) will have the right to be represented by its own counsel at its own expensecost in such matters. Notwithstanding Neither Imation nor TDK may concede, settle or compromise any Third-Party Action without the foregoingconsent of the other party, such consents not to be unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and its counsel in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control course of the defense of any the Third-Party Action, such Indemnity Claim including cooperation to include without limitation the settlement thereof All expenses of such suit, claim using reasonable efforts to provide or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party documents, information and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverwitnesses.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees If the Indemnitee is threatened with any claim or any claim is presented to, or any action or proceeding commenced against, the Indemnitee which may give rise to the right of indemnification hereunder, the Indemnitee will promptly give the indemnifying party prompt written notice thereof to the Indemnitor. The Indemnitor, by delivery of written notice to the Indemnitee within twenty (20) days of receipt of written notice for indemnity from the Indemnitee, may elect to contest such claim, action or proceeding, in which event such contest shall be conducted in such manner as the Indemnitor deems necessary or advisable; provided, however, that (a) such written notice shall be accompanied by a written acknowledgment of the Indemnitor's liability for the indemnified liabilities and any matter upon further loss, damage or expense which the Indemnitee might suffer as a result of the election to contest such Indemnified Party intends claim, action or proceeding, (b) the counsel undertaking the defense of such claim, action or proceeding shall be reasonably acceptable to base a claim for indemnification the Indemnitee, and (an “Indemnity Claim”c) under this Article 15. In if the event Indemnitee requests in writing that an Indemnity Claim is brought such claim, action or made against both partiesproceeding not be contested, then each party will it shall not be contested but shall also not be covered by the indemnities provided herein. The Indemnitor shall not have the right to be represented by counsel at its own expense. Notwithstanding settle an indemnifiable matter except with the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settlingIndemnitee which shall not be unreasonably withheld, ceasing to defend or otherwise disposing of any Indemnity Claim if as after delivering a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business written description of the Indemnified Party would proposed settlement to, and receiving consent from, the Indemnitee and, if the Indemnitor is able to achieve such settlement, the Indemnitor may satisfy its obligations with respect to such indemnified liabilities by consummating such settlement. If the Indemnitor does not elect to contest an indemnifiable matter, the Indemnitee shall have the right to prosecute, defend, compromise, settle or pay any claim, but the Indemnitee shall not be adversely affected obligated to do so. The Indemnitee and the Indemnitor shall cooperate with each other in connection with any manner whatsoevermatter or claim for indemnification.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party When a party seeking indemnification under Section 9.02 or 9.03 (“the "Indemnified Party”") agrees to give the indemnifying party prompt written receives notice of any matter upon claims made by third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims") or has any other claim for indemnification other than a Third Party Claim, which such Indemnified Party intends is to base be the basis for a claim for indemnification hereunder, the "Indemnified Party" shall give prompt written notice thereof within 30 days to the other party (an “Indemnity the "Indemnifying Party") reasonably indicating (to the extent known) the nature of such claims and the basis thereof; provided, however, that failure of the Indemnified Party to give the Indemnifying Party such notice as provided herein shall not (subject to Section 9.01) relieve the Indemnifying Party of any of its obligations hereunder unless and only to the extent that the Indemnifying Party shall have been prejudiced thereby. Upon notice from the Indemnified Party, the Indemnifying Party may, but shall not be required to, assume the defense of any such Third Party Claim”, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that in such case, the Indemnifying Party shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnified Party thereafter incurred in connection with such defense other than reasonable costs of investigation. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such Third Party Claim within thirty (30) under this Article 15days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claim. In If the event that an Indemnity Claim Indemnifying Party does not, within thirty (30) days after the Indemnified Party's notice is brought or made against both partiesgiven, then each party will have give notice to the right to be represented by counsel at Indemnified Party of its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control assumption of the defense of the Third Party Claim, the Indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 9.04, it may do so in such Indemnity Claim including without limitation reasonable manner as it may deem appropriate, and the settlement thereof All Indemnifying Party shall pay all reasonable costs and expenses of such suit, claim defense. The Indemnifying Party shall have no liability with respect to any compromise or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and effected without its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the prior written consent of (which consent shall not be unreasonably withheld or delayed), unless the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other sole relief granted was equitable relief for which it would have no liability or the business of the Indemnified Party to which it would not be adversely affected in any manner whatsoeversubject.

Claims. Each Eagle (a) Any party seeking indemnification hereunder (the "INDEMNIFIED PARTY") shall promptly notify the party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING PARTY") of any action, suit, proceeding, demand or breach (a "CLAIM") with respect to which the Indemnified Party and Sandoz claims indemnification hereunder, provided that failure of the Indemnified Party (“Indemnified Party”) agrees to give such notice shall not relieve the indemnifying party prompt written notice Indemnifying Party of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) its obligations under this Article 15. In 12 except to the event that an Indemnity Claim is brought or made against both partiesextent, then each party will have the right to be represented by counsel if at its own expense. Notwithstanding the foregoingall, in the event that such Indemnity Indemnifying Party shall have been prejudiced thereby. If such Claim relates solely to causes covered any action, suit, proceeding or demand instituted against the Indemnified Party by Section 15.1 hereofa third party (a "THIRD PARTY CLAIM"), then Eagle will assume full control upon receipt of such notice from the Indemnified Party the Indemnifying Party shall be entitled to participate in the defense of such Indemnity Claim including without limitation Third Party Claim, and if and only if each of the settlement thereof All expenses of such suitfollowing conditions is satisfied, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will Indemnifying Party may assume full control of the defense of such Indemnity Claim including without limitation Third Party Claim, and in the settlement thereof All expenses case of such suitan assumption the Indemnifying Party shall have the authority to negotiate, claim or proceeding, including compromise and settle such Third Party Claim: (i) the settlement and Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the payment Indemnified Party with respect to such Third Party Claim; and (ii) there is no conflict of any damages thereof, will be borne solely interest which would make separate representation by Sandozthe Indemnified Party's own counsel advisable. The Indemnified Party will make available shall retain the right to employ its own counsel and to participate in the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any Third Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such suit, claim or proceedingparticipation. The indemnifying party will obtain Indemnifying Party shall not, without the prior written consent of the Indemnified Party prior Party, settle or compromise any claim or consent to settling, ceasing to defend or otherwise disposing the entry of any Indemnity Claim if judgment that does not include as a result an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party would become subject to injunctive a release from all liability in respect of such claim. (b) In the event of any Claim under Section 12.1 or other equitable relief or the business of 12.2 hereof, the Indemnified Party would be adversely affected shall advise the Indemnifying Party in any manner whatsoeverwriting of the amount and circumstances surrounding such Claim. With respect to liquidated Claims, if within thirty (30) days the Indemnifying Party has not contested such Claim in writing, the Indemnifying Party will pay the full amount thereof within ten (10) days after the expiration of such period.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) If any party entitled to be indemnified pursuant to this Article VII (an “Indemnified Party”) agrees to give the indemnifying party prompt written receives notice of the assertion by any matter upon which third party of any claim or of the commencement by any such Indemnified third party of any Action (any such claim or Action, a “Third Party intends Claim”) or otherwise is entitled to base assert a claim for indemnification thereunder (any such claim or Third Party Claim being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnity ClaimIndemnifying Party”) under is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, however, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that such failure or delay materially prejudices the defense thereof. (b) The Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim after receipt of notice of such claim from the Indemnified Party. Within thirty (30) days after receipt of notice of a particular matter from the Indemnified Party, the Indemnifying Party may assume the defense of such Third Party Claim, in which case the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim, if and only if the following conditions are satisfied: the Indemnifying Party shall have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim; the Indemnified Party shall not have given the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion and in good faith, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party’s own counsel advisable; and such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Third Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. (c) Subject to the foregoing provisions of this Article 15. In Section 7.4, for a period of twenty (20) days after delivery of a Claim Notice, the event that an Indemnity Claim is brought or made against both parties, then each party will Indemnifying Party shall have the right to be represented by counsel at its own expense. Notwithstanding object in a written statement (an “Objection”) to the foregoing, claim made in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceedingNotice, and each party will render such statement shall have been delivered to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settlingthe expiration of such twenty (20) day period. If an Objection has been made, ceasing the Indemnifying Party shall attempt to defend or otherwise disposing of any Indemnity Claim if as a result thereof resolve the dispute with the Indemnified Party would become subject in accordance with this Section 7.4(c). Once an Objection has been made, the Indemnifying Party and Indemnified Party shall attempt in good faith to injunctive agree upon the rights of the respective parties with respect to the claim or other equitable relief or claims relating to the business of Claim Notice. Any such agreement shall be set forth in a written memorandum signed by both parties. If the parties cannot come to such agreement within fifteen (15) days after receipt by the Indemnified Party would of the Objection, then, at the request of either party, the parties will submit the dispute to a mutually acceptable arbitrator in San Francisco County, California designated by the American Arbitration Association, under its rules for Commercial Arbitration, for binding and final resolution. The fees and expenses of the arbitration shall be adversely affected in any manner whatsoeverpaid jointly, one-half by Buyers, on the one hand, and one-half by Seller and the Shareholders, on the other hand.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) From time to time during the Claims Period, Acquirer may deliver to the Holders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Indemnified PartyClaim Certificate”): (i) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event stating that an Indemnity Claim is brought Indemnified Person has incurred, paid, reserved or made against both partiesaccrued, then each party will have or reasonably anticipates in good faith that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may reasonably raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the right to be represented by counsel at its own expense. Notwithstanding the foregoingamount of such Indemnifiable Damages (which, in the event that case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acqu▇▇▇▇) ▇▇e individual items of such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Indemnifiable Damages included in the amount so stated and the nature of the defense claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the knowledge of such Indemnity officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim including without limitation Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the settlement thereof All expenses delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such suitClaims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, claim or proceeding, including the settlement unless (and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available only to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of extent that) the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief Holders’ Agent or the business of the Indemnified Party would be adversely affected in any manner whatsoeverConverting Holders are materially prejudiced thereby.

Claims. Each Eagle (a) Any Indemnified Party and Sandoz Indemnified shall promptly notify the Indemnifying Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base action, suit, proceeding, demand or breach (a claim for indemnification (an “Indemnity Claim”) with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 15. In 12 except to the event that an Indemnity Claim is brought or made against both partiesextent, then each party will have the right to be represented by counsel if at its own expense. Notwithstanding the foregoingall, in the event that such Indemnity Indemnifying Party shall have been prejudiced thereby. If such Claim relates solely to causes covered any action, suit, proceeding or demand instituted against the Indemnified Party by Section 15.1 hereofa third party (a “Third-Party Claim”), then Eagle will assume full control upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Indemnity Claim including without limitation Third-Party Claim, and if and only if each of the settlement thereof All expenses of such suitfollowing conditions is satisfied, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will Indemnifying Party may assume full control of the defense of such Indemnity Claim including without limitation Third-Party Claim, and in the settlement thereof All expenses case of such suitan assumption the Indemnifying Party shall have the authority to negotiate, claim compromise and settle such Third-Party Claim: (i) the Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third-Party Claim; and (ii) the Indemnified Party does not give the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that matters of corporate or proceeding, including management policy or a conflict of interest make separate representation by the settlement and the payment of any damages thereof, will be borne solely by SandozIndemnified Party’s own counsel advisable. The Indemnified Party will make available shall retain the right to employ its own counsel and to participate in the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitThird-Party Claim, claim or proceeding. The indemnifying party will obtain the written consent defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. (b) Notwithstanding the foregoing provisions of this Section 12.5, no Indemnifying Party shall be entitled to settle any Third-Party Claim without the Indemnified Party’s prior to settlingwritten consent, ceasing to defend or otherwise disposing which shall not be unreasonably withheld, unless as part of any Indemnity Claim if as a result thereof such settlement the Indemnified Party would become subject is released in writing from all liability with respect to injunctive or other equitable relief or the business of the Indemnified such Third-Party would be adversely affected in any manner whatsoeverClaim.

Claims. Each Eagle To the extent there is any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) against an Indemnified Party and Sandoz Indemnified Party that arises out of or pertains to any action or omission in his or her capacity as director, officer, employee, fiduciary or agent of Autoweb occurring prior to the Effective Time, or arises out of or pertains to the transactions contemplated by this Agreement for a period of six years after the Effective Time (“Indemnified Party”) agrees to give whether arising before or after the indemnifying party prompt written notice of any matter upon Effective Time), in each case for which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) is indemnified under this Article 15. In Section 5.18, such Indemnified Party shall be entitled to be represented by counsel, which counsel shall be counsel of the event Autobytel (provided that an Indemnity Claim is brought or made against both partiesif use of counsel of the Autobytel would be expected under applicable standards of professional conduct to give rise to a conflict between the position of the Indemnified Person and of the Autobytel, then each party will have the right Indemnified Party shall be entitled instead to be represented by counsel at selected by the Indemnified Party and reasonably acceptable to Autobytel) and following the Effective Time the Surviving Corporation and Autobytel shall, subject to the last sentence of Section 5.18(a), pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received and the Surviving Corporation and Autobytel will cooperate in the defense of any such matter; provided, however, that neither the Surviving Corporation nor Autobytel shall be liable for any settlement effected without its own expense. Notwithstanding the foregoingwritten consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, any claim or proceedingclaims for indemnification are asserted or made within such six year period, including all rights to indemnification in respect to any such claim or claims shall continue until the settlement and the payment disposition of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that and all such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandozclaims. The Indemnified Party will make available Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense position of any such suit, claim two or proceeding. The indemnifying party will obtain the written consent of the more Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverParties.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice 7.3.1. As promptly as is reasonably practicable after becoming aware of any matter upon which such Indemnified Party intends action, fact or event that may give rise to base a claim for indemnification against a Party (an “Indemnity Claim”the "Indemnifying Party") under this Article 15Agreement (a “Claim”), but in any event no later than thirty (30) days after first becoming aware of such claim, the Party concerned (the "Indemnified Party") shall give notice to the Indemnifying Party, if applicable, within the time limits provided in article 7.4. 1. In Such notice shall set out in reasonable detail the event that an Indemnity specific actions, facts or events in respect of which the Claim is brought or made against both partiesmade, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control together with (i) a bona fide estimate of the defense amount of such Indemnity damage which is the subject of the Claim including without limitation and a statement of the settlement thereof All expenses of such suitLosses suffered, claim or proceeding(ii) all evidence, relevant information and documentation to support the Claim, including the settlement provisions of this Agreement on which the Claim is based, and (iii) such information as may be necessary for the Indemnifying Party to determine that the limitations in this Article 7 have been satisfied or do not apply. 7.3.2. The Indemnifying Party shall be deemed to accept any Claim made by the Indemnified Party in accordance with the provisions of this Article 7 and shall be liable to indemnify the Indemnified Party for the amount of damages requested in such a Claim (subject to the limitations set out in this Article 7) unless the Indemnifying Party has given the Indemnified Party a notice objecting to the Claim within forty-five (45) days following notification of such Claim. 7.3.3. If the Indemnifying Party and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding Indemnified Party are unable to reach an agreement on the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control amount of the defense damages to be indemnified by the Indemnifying Party within thirty (30) days following notification of the Indemnifying Party’s objection, the matter shall be decided in accordance with Article 9.10.2. 7.3.4. In connection with any Claim (which shall include any Third Party Claims made pursuant to Article 7.6) made by the Buyer, the Buyer shall, and shall cause the Company (to the extent necessary or useful) to: 24 (a) allow the Sellers and their advisers to investigate the actions, facts or events alleged to give rise to such a Claim and whether, and to what extent any damage is payable in respect of such Indemnity Claim including without limitation a Claim, provided that no such investigation shall unreasonably interfere with the settlement thereof All expenses of Company’s business; and (b) give all such suit, claim or proceedinginformation and assistance to the Sellers and their advisers, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available (i) access to the indemnifying party Company’s premises and its counselpersonnel, at all upon reasonable times advance notice and during normal business hours, and (ii) the right to examine and copy all such contracts, books and records of the other party relating to such suit, claim or proceedingrecords, and each party will render other documents and data as the Sellers and their advisers may reasonably request, subject to the other party Sellers agreeing in such assistance form as it the Buyer may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the Claim in order question. 7.3.5. If the Indemnifying Party has accepted, or is deemed to ensure proper and adequate defense have accepted, the amount of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of damages claimed by the Indemnified Party prior pursuant to settlingthis Article 7, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnifying Party and the Indemnified Party would become subject have agreed upon another amount, the Indemnifying Party shall pay such amount to injunctive or other equitable relief or the business of the Indemnified Party would within fifteen (15) days of such acceptance or agreement. 7.3.6. Payment shall be adversely affected made in any manner whatsoeveraccordance with the instructions which shall be notified to the Indemnifying Party by the Indemnified Party.

Claims. Each Eagle Any Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees wishing to give the indemnifying party prompt written notice claim indemnification under Section 6.11(a), upon learning of any matter upon which such claim, action, suit, proceeding or investigation, shall as promptly as possible notify Acquiror thereof, but the failure to so notify shall not relieve Acquiror of any liability it may have to such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15if such failure does not materially prejudice Acquiror. In the event that an Indemnity Claim is brought of any such claim, action, suit, proceeding or made against both partiesinvestigation (whether arising before or after the Effective Time), then each party will (i) Acquiror shall have the right to assume the defense thereof and Acquiror shall not be represented liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Acquiror elects not to assume such defense or counsel at its own expense. Notwithstanding for the foregoingIndemnified Parties advises in writing that there are issues which raise conflicts of interest between Acquiror and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Acquiror shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received, (ii) the Indemnified Parties shall cooperate in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the matter and (iii) Acquiror shall not be liable for any settlement effected without its prior written consent of the (which consent shall not be unreasonably withheld), and provided, further, that Acquiror shall not have any obligation hereunder to any Indemnified Party prior to settlingwhen and if a court of competent jurisdiction shall ultimately determine, ceasing to defend or otherwise disposing and such determination shall have become final and nonappealable, that the indemnification of any Indemnity Claim if as a result thereof the such Indemnified Party would become subject to injunctive in the manner contemplated hereby is not permitted or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeveris prohibited by applicable law.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”a) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that a party desires to make a claim (a "Claiming Party") against another party (an Indemnity Claim is brought "Indemnifying Party") under Section 12.1 or Section 12.2 hereof in connection with any action, suit, proceeding, or demand at any time instituted against or made against both partiesupon such Claiming Party or otherwise for any Losses for which such Claiming Party may seek indemnification hereunder (a "Claim"), then each party will such Claiming Party shall notify the Indemnifying Party of such Claim and of its claim of indemnification with respect thereto, provided that failure of the Claiming Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article XII except to the extent, if at all, that the Indemnifying Party shall have been prejudiced thereby. Upon receipt of such notice from the right Claiming Party, the Indemnifying Party shall be entitled to be represented by counsel at its own expense. Notwithstanding the foregoing, participate in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by EagleClaim. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will The Indemnifying Party may assume full control of the defense of such Indemnity Claim including without limitation Claim, and in the settlement thereof All expenses case of such suitan assumption, claim or proceedingthe Indemnifying Party shall have the authority to negotiate, including the settlement compromise, and the payment of any damages thereof, will be borne solely by Sandozsettle such Claim. The Indemnified Claiming Party will make available shall retain the right to employ its own counsel and to participate in the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Claiming Party shall bear and shall be solely responsible for its own costs and expenses in connection with such suitparticipation, claim unless a conflict of interest makes separate representation by the Claiming Party's own counsel advisable, in which case the Seller shall pay such counsel's reasonable fees and expenses. (b) In the event of any Claims under Section 12.1 or proceedingSection 12.2 hereof, the Claiming Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Claim. The indemnifying party will obtain the written consent Indemnifying Party shall respond in writing to such Claim within thirty (30) days of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverreceipt thereof.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such 9.3.1 If an Indemnified Party intends to base seek indemnification pursuant to this Article 9, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim (“Indemnity Demand”), sufficiently promptly to enable the Indemnifying Party to protect its rights, but not later than ten (10) Days following the Indemnified Parties’ actual knowledge of such claim. The Indemnity Demand shall include a summary of the factual and contractual basis for such claim, and shall include a description of any third-party claim in respect of which indemnification is sought, along with supporting documentation. The failure to provide such Indemnity Demand will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond in writing to said indemnity demand sufficiently promptly to enable the Indemnified Party to protect its rights, but not later than twenty (20) Days following the Indemnity Demand, either by accepting its performance obligations hereunder, or setting forth the factual and contractual basis for its refusal, if any, to so perform. 9.3.2 If such claim involves a claim for indemnification by a third party against the Indemnified Party, the Indemnifying Party may, within twenty (an “20) Days after receipt of the Indemnity Claim”) under this Article 15. In Demand and upon notice to the event that an Indemnity Claim is brought or made against both partiesIndemnified Party, then each party will have the right to be represented by counsel assume at its own expense, through counsel satisfactory to such Indemnified Party in its reasonable judgment, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith, provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. If the Indemnified Party reasonably determines that representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party may present such counsel with a material conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s separate counsel. Notwithstanding anything in this section to the foregoingcontrary, the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld. So long as the Indemnifying Party is contesting any such claim in good faith, the event that Indemnified Party shall not pay or settle any such Indemnity Claim relates solely claim without the Indemnifying Party’s consent, such consent not to causes covered by Section 15.1 hereof, then Eagle will assume full control be unreasonably withheld. If the Indemnifying Party is not contesting such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such Indemnity Claim including without limitation claim within the twenty (20) Day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement thereof All expenses of such suitor defense thereof, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, Indemnifying Party shall cooperate with it in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandozconnection therewith. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent failure of the Indemnified Party prior to settlingparticipate in, ceasing to defend conduct or otherwise disposing control such defense shall not relieve the Indemnifying Party of any Indemnity Claim if as obligation it may have hereunder. 9.3.3 If a result thereof firm written offer is made by the third party to settle a third-party claim referred to in Section 9.3.2, and the Indemnifying Party proposes to accept such settlement and the Indemnified Party would become subject refuses to injunctive or consent to such settlement, then, provided that such proposed settlement (x) includes a full and unconditional release of the Indemnified Party, (y) does not provide for anything other equitable relief or than the business payment of money damages, and (z) shall be paid in full by the Indemnifying Party, (i) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third party claim, (ii) the maximum liability of the Indemnifying Party relating to such third party claim shall be the amount of the proposed settlement, and other amounts for which the Indemnified Party would be adversely affected in any manner whatsoeverentitled to prior to the rejection of the proposed settlement, if the amount thereafter recovered from the Indemnified Party on such third party claim is greater than the amount of the proposed settlement, and (iii) the Indemnified Party shall pay all attorneys’ fees incurred after the rejection of such settlement by the Indemnified Party. If the amount thereafter recovered by such third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party shall be reimbursed by the Indemnifying Party for such attorneys’ fees up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

Claims. Each Eagle On or before the last day of an Applicable Claim Period, Acquiror may deliver to the Securityholders’ Agent a certificate signed by any officer of Acquiror (an “Claim Certificate”): (a) stating that an Indemnified Party Person has incurred, paid, in good faith reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquiror or its subsidiaries, which could give rise to Indemnifiable Damages), including Liabilities related to the matters for which indemnity would otherwise be available but for the fact such Liabilities are contingent; (b) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquiror in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (c) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such Indemnifiable Damages included in the amount so stated and Sandoz the nature of the claim to which such Indemnifiable Damages are related. No delay in providing such Claim Certificate within the Applicable Claims Period shall affect an Indemnified Party Person’s rights hereunder, unless (“Indemnified Party”and then only to the extent that) agrees to give the indemnifying party prompt written notice is materially prejudiced thereby. Following the delivery of any matter upon which such Indemnified Party intends to base a claim for indemnification Claim Certificate, the Securityholders’ Agent and its representatives and agents shall be given reasonable access (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both partiesincluding electronic access, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all extent available) as they may reasonably require to the books and records of the other party relating Company and access to such suitindividuals responsible for the matters that are the subject of the Claim Certificate, claim or proceeding, and each party will render to the other party such assistance as it they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverCertificate.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party In case any Claim is brought by a third party for which a party (the “Indemnifying Party”) is required to indemnify the other party (the “Indemnified Party”) agrees pursuant to give this Section 8, the indemnifying party Indemnified Party shall provide prompt written notice thereof to the Indemnifying Party (provided, however, that any failure or delay in notice shall not excuse the Indemnified Party of its obligations hereunder) of such Claim, and the Indemnifying Party shall assume the defense of such Claim. The parties shall cooperate reasonably with each other in the defense of any matter upon which Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will shall have the right to be represented by participate in the defense of such Claim with counsel of its own choosing at its own expense. Notwithstanding The Indemnifying Party shall not enter into any settlement of any Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) if Indemnified Party’s rights would be directly and materially impaired thereby. Without limiting the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control or threatened Claim of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment infringement involving a portion of any damages thereofSoftware and/or Services provided by Synacor or the Client Materials, will be borne solely by Sandoz. The Indemnified the Indemnifying Party will make available to may (at such party’s option): (i) procure the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim right or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of license for the Indemnified Party prior to settlingcontinue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services or Client Materials, ceasing as the case may be, on commercially reasonable license terms; or (ii) modify or alter (to defend the extent that the Indemnifying Party has rights to so modify or otherwise disposing alter), or delete any such portion of any Indemnity Claim if the Software and/or Services or Client Materials, as a result thereof the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services or Client Materials, as the case may be, that are material to the Indemnified Party would become subject to injunctive Party’s then-current or other equitable relief demonstrably anticipated use hereunder. If options (i) and (ii) are not available on commercially reasonable terms, either party may terminate this Agreement or the business of rights and licenses granted CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.3 hereunder, and if it is the Indemnified Party would be adversely affected in any manner whatsoeverSynacor Software or Services that are infringing, Synacor will provide reasonable assistance to Client to remove and replace the infringing item.

Claims. Each Eagle Indemnified If a claim for Damages (a “Claim”) is to be made by a Party and Sandoz Indemnified Party entitled to indemnification hereunder (an “Indemnified Party”) agrees to give against the indemnifying party prompt Party (the “Indemnifying Party”), the Indemnified Party shall give written notice (a “Claim Notice”) to the Indemnifying Party, which notice shall specify whether the Claim arises as a result of any matter upon which such a claim by a person against the Indemnified Party intends to base (a claim for indemnification (an “Indemnity Third-Party Claim”) under this Article 15or whether the Claim does not so arise (a “Direct Claim”), and shall also specify (to the extent that the information is available) the factual basis for the Claim and the amount of the Damages, if known. In If the event that an Indemnity Claim is brought or made against both partiesa Third-Party Claim, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing shall provide the Claim Notice as soon as practicable after such Party becomes aware of any Indemnity Claim if fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 16. If any lawsuit or enforcement action is filed against any Indemnified Party, written notice thereof shall be given to the Indemnifying Party as a result thereof promptly as practicable (and in any event within 15 calendar days after the service of the citation or summons). The failure of any Indemnified Party would become subject to injunctive or other equitable relief or give timely notice hereunder shall not affect rights to indemnification hereunder, except to the business of extent that the Indemnified Indemnifying Party would be adversely affected in any manner whatsoeverhas been damaged by such failure.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (a) From time to time during the Claims Period, Acquirer may deliver to the Converting Holders’ Agent one or more certificates signed by any officer of Acquirer (each, a “Indemnified PartyClaim Certificate”): (i) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In the event stating that an Indemnity Claim is brought Indemnified Person has incurred, paid, reserved or made against both partiesaccrued, then each party will have or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in an audit of Acquirer or its subsidiaries, which could give rise to Indemnifiable Damages); (ii) stating the right to be represented by counsel at its own expense. Notwithstanding the foregoingamount of such Indemnifiable Damages (which, in the event that case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control Indemnifiable Damages included in the amount so stated and the nature of the defense claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) need only specify such information to the knowledge of such Indemnity officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim including without limitation Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the settlement thereof All expenses delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such suitClaims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, claim or proceeding, including the settlement unless (and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available only to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of extent that) the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief Converting Holders’ Agent or the business of the Indemnified Party would be adversely affected in any manner whatsoeverConverting Holders are materially prejudiced thereby.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“a) Any party seeking indemnification under Section 9.02 (an "Indemnified Party”") agrees to shall promptly give the indemnifying party prompt written from whom indemnification is being sought (such notified party, the "Responsible Party") notice (a "Claim Notice") of any matter upon which such Indemnified Party has determined has given or could give rise to a right of indemnification under Section 9.02, within twenty (20) days of such determination, stating the nature of the claim, to the extent then known by the Indemnified Party, a good-faith estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (it being agreed that the failure to specify any provision of this Agreement in such Claim Notice shall not preclude the Indemnified Party from asserting that there has been a breach of, or inaccuracy in, or failure to perform such provision); provided that the failure to so timely notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Responsible Party that does not involve a Third Party Claim, if the Responsible Party does not notify the Indemnified Party within twenty (20) days from its receipt of the Claim Notice that the Responsible Party disputes such claim (the "Dispute Notice"), the Responsible Party shall be deemed to have accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under Section 9.02 (including any Third Party Claim), the Responsible Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Responsible Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the Dispute Notice, such dispute shall be resolved pursuant to the terms of Sections 13.11, 13.15 and 13.16. (b) If an Action by a third party (a "Third Party Claim") is made against any Indemnified Party, and if such Indemnified Party intends to base seek indemnity with respect thereto under Section 9.02, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. Other than in connection with a claim for indemnification (an “Indemnity Claim”) under this Article 15. In Third Party Claim by a Governmental Entity, the event that an Indemnity Claim is brought or made against both parties, then each party will Responsible Party shall have the right to assume, within twenty (20) days after receipt of such notice, the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, by sending notice thereof to the Indemnified Party, which notice shall state that Responsible Party shall indemnify the Indemnified Party for the entirety of all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, further, that the fees and expenses of such counsel shall be represented borne by such Indemnified Party. Notwithstanding an election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate co-counsel and to participate in the defense as counsel of record, if applicable, in such action or proceeding (and the parties shall jointly control the defense), and the Responsible Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) there exists any actual or potential conflict of interest between the Indemnified Party and the Responsible Party in connection with the defense of the Third Party Claim that would make representation by the same counsel or the counsel selected by the Responsible Party inappropriate, (ii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party (iii) such Third Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Action, (iv) the amount at its own expenseissue in the Third Party Claim exceeds the funds remaining in the Indemnification Escrow Account or (v) the resolution of the Third Party Claim could materially affect the operations or business of Parent, the Company or their Subsidiaries. (c) So long as the Responsible Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim; provided that in such event it shall waive any right to indemnity therefor by the event that Responsible Party or from the Indemnification Escrow Account, as the case may be, for such Indemnity Third Party Claim relates solely unless the Responsible Party shall have consented to causes covered by Section 15.1 hereof, then Eagle will assume full control such payment or settlement. If the Responsible Party does not notify the Indemnified Party within twenty (20) days after the receipt of the Indemnified Party's notice of a Third Party Claim of indemnity hereunder that it elects to undertake the defense of such Indemnity thereof, the Indemnified Party shall have the right to contest, settle or compromise the Third Party Claim including without limitation but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, however, neither the settlement thereof All expenses of such suit, claim or proceeding, including nor the amount paid in any settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suitThird Party Claim entered into without the consent of the Responsible Party, claim which shall not be unreasonably withheld, conditioned or proceedingdelayed, shall be determinative of the existence of or amount of Losses, if any, for which the Indemnified Party is entitled to indemnification with respect to such Third Party Claim. The indemnifying party will obtain Responsible Party shall not, except with the written consent of the Indemnified Party, enter into any settlement that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third Party prior Claim to settling, ceasing all Indemnified Parties of an unconditional release from all Liability with respect to defend such Third Party Claim or otherwise disposing consent to entry of any Indemnity Claim if as a result thereof judgment, (ii) does not involve only the Indemnified Party would become subject to injunctive payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Party, (iv) includes any admission of wrongdoing or the business of misconduct by the Indemnified Party would or (v) involves the payment of money damages in excess of the funds remaining in the Indemnification Escrow Account. (d) Any Indemnified Party shall cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of any Third Party Claim and any appeal arising therefrom and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be adversely affected reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party of, records and information which have been identified by the Responsible Party as being reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The parties shall cooperate with each other in any manner whatsoevernotifications to insurers.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees The provisions of this Section 11.05 shall be subject to give the indemnifying party prompt written notice Section 11.06. As soon as is reasonably practicable after becoming aware of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. In Agreement, the event that an Indemnity Claim Indemnified Party shall promptly give notice to the Indemnifying Party (and, if a Purchaser Indemnified Party is brought or made against both parties, then each party will have the right Indemnified Party and the Escrow Fund continues to be represented held by counsel at its own expense. Notwithstanding the foregoingEscrow Agent, the Escrow Agent) of such claim in accordance with the provisions hereof and of the Escrow Agreement and of the Known Claimed Amount (as defined in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereofEscrow Agreement) and, then Eagle will assume full control of if applicable, the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, Estimated Claimed Amount (as defined in the event Escrow Agreement); provided that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent failure of the Indemnified Party prior to settlinggive notice shall not relieve the Indemnifying Party of its obligations under Article XI except to the extent (if any) that the Indemnifying Party shall have been prejudiced thereby. If the Indemnifying Party does not object in writing to such indemnification claim within 30 days of receiving notice thereof, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject shall be entitled to injunctive or other equitable relief or recover promptly from the business of Indemnifying Party (and, if a Purchaser Indemnified Party is the Indemnified Party would and the Escrow Fund continues to be adversely affected in held by the Escrow Agent, the Escrow Fund) the Known Claimed Amount and Estimated Claimed Amount (but such recovery shall not limit the amount of any manner whatsoeveradditional indemnification to which the Indemnified Party may be entitled pursuant to Section 11.02 or 11.04), and no later objection by the Indemnifying Party shall be permitted. If the Indemnifying Party agrees that it has an indemnification obligation but objects that it is obligated to pay only a lesser amount, the Indemnified Party shall nevertheless be entitled to recover promptly from the Indemnifying Party (and, if a Purchaser Indemnified Party is the Indemnified Party and the Escrow Fund continues to be held by the Escrow Agent, the Escrow Fund) the lesser amount, without prejudice to the Indemnified Party’s claim for the difference.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party When a party seeking indemnification under Section 10.2 or 10.3 (“the "Indemnified Party”") agrees to give the indemnifying party prompt written receives notice of any matter upon claims made by third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims") or has any other claim for indemnification other than a Third Party Claim, which such Indemnified Party intends is to base be the basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof to the other party (an “Indemnity the "Indemnifying Party") reasonably indicating (to the extent known) the nature of such claims and the basis thereof; provided, however, that failure of the Indemnified Party to give the Indemnifying Party prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder. Upon notice from the Indemnified Party, the Indemnifying Party may, but shall not be required to, assume the defense of any such Third Party Claim”) under this Article 15, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, provided, however, that in such case, the Indemnifying Party shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnified Party thereafter incurred in connection with such defense other than reasonable costs of investigation. In No compromise or settlement in respect of any Third Party Claims may be effected by the event Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld), unless the sole relief is monetary damages that an Indemnity are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such Third Party Claim within 30 days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claim. If the Indemnifying Party does not, within 30 days after the Indemnified Party's notice is brought or made against both partiesgiven, then each party will have give notice to the right to be represented by counsel at Indemnified Party of its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control assumption of the defense of the Third Party Claim, the Indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 10.4, it may do so in such Indemnity Claim including without limitation reasonable manner as it may deem appropriate, and the settlement thereof All Indemnifying Party shall pay all reasonable costs and expenses of such suit, claim defense. The Indemnifying Party shall have no liability with respect to any compromise or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and effected without its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the prior written consent of (which consent shall not be unreasonably withheld or delayed), unless the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other sole relief granted was equitable relief for which it would have no liability or the business of the Indemnified Party to which it would not be adversely affected in any manner whatsoeversubject.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of In any matter upon which such Indemnified Party intends to base a claim for indemnification brought pursuant to this Agreement: (i) The Indemnified Persons shall promptly notify the Party providing the indemnification hereunder (the "INDEMNIFYING PARTY") upon (A) receipt of notice of the commencement of a claim by a third party for which indemnification is sought pursuant to this Agreement, (B) becoming aware of a claim (other than one covered by clause A, hereof) for, or facts supporting the likelihood of, a Loss, in each case eligible for indemnification pursuant to this Agreement or (C) the occurrence of any material event or change with respect to an “Indemnity Claim”ongoing claim. (ii) under this Article 15. In the event that an Indemnity Claim case any such claim is brought against any Indemnified Person, and it notifies the Indemnifying Party of the commencement thereof, or made against both partiesin respect of any ongoing action, then each party the Indemnifying Party will have be entitled to participate therein and to assume the right defense thereof. Subsequent to such assumption of defense, the Indemnifying Party shall not be represented liable to the Indemnified Person for any legal or other expenses subsequently incurred by counsel at its own expense. Notwithstanding the foregoingIndemnified Person, in other than the event that reasonably and actually incurred expenses of monitoring such Indemnity Claim relates solely to causes covered by Section 15.1 hereofdefense, then Eagle will assume full and shall control of the defense of such Indemnity Claim including without limitation claim unless the settlement thereof All expenses Indemnified Person reasonably believes there to be a conflict between its interests and those of Indemnifying Party, in which case the Indemnified Person may employ its own counsel for such defense and the reasonable costs of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will counsel as well as other costs reasonably incurred in such defense shall be borne solely by Eaglethe Indemnifying Party. Notwithstanding Whether or not the foregoingIndemnifying Party shall have assumed the defense of a claim for which the Indemnified Person is entitled to be indemnified, the Indemnified Person shall not admit any 34 41 liability with respect to, settle, compromise or discharge such claim without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be withheld, conditioned or delayed. (iii) The Indemnified Person shall, at the Indemnifying Party's expense, cooperate and consult with the Indemnifying Party in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suitclaim and shall, claim or proceedingupon request, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at provide all reasonable times during normal business hours, all books information and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate for defense of against any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverdemand.

Claims. Each Eagle Indemnified Party (a) Any party or any of its Affiliates seeking indemnification hereunder (in this context, the "indemnified party") shall notify the other party (in this context, the "indemnifying party") in writing (the "Claim Notice") of any Claim with respect to which the indemnified party claims indemnification hereunder. Any Claim Notice delivered under this Section 10.5 shall: (i) state that an indemnified party has determined in good faith that it has a bona fide claim for indemnification pursuant to this Section 10; ASSET PURCHASE AGREEMENT (ii) state the amount of such indemnifiable Losses (which, in the case of indemnifiable Losses not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Buyer in good faith to be incurred, paid, reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer) the material facts known to the indemnified party giving rise to such claim. No delay in providing such Claim Notice within the applicable Survival Period shall affect an indemnified party's rights hereunder, unless (and Sandoz Indemnified Party then only to the extent that) the applicable indemnified party is materially prejudiced thereby. (“Indemnified Party”b) agrees to give If the indemnifying party prompt written notice of shall object to any matter upon which such Indemnified Party intends to base a claim for indemnification Claim (an “Indemnity Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment amount of any damages thereofindemnifiable Losses relating to such Claim) stated in a Claim Notice, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counselshall, at all reasonable times during normal business hours, all books and records prior to 30 days following the indemnifying party's receipt of the other applicable Claim Notice, deliver to the indemnified party a notice (an "Indemnifying Party's Notice") specifying (x) the claims and, if applicable, amounts to which the indemnifying party objects and (y) in reasonable detail (based upon the information then possessed by the indemnifying party), the nature and basis for each such objection. If the indemnified party shall not have received an Indemnifying Party's Notice objecting to any claim or amount claimed with respect to a Claim prior to 30 days following the indemnifying party's receipt of the applicable Claim Notice, the indemnifying party shall be deemed to have acknowledged the correctness of the amount claimed in such Claim Notice with respect to such Claim. (c) If the indemnifying party provides, prior to 30 days following the indemnifying party's receipt of the applicable Claim Notice, an Indemnifying Party's Notice to the indemnified party objecting to any Claim (including the amount of indemnifiable Losses relating to such suitClaim) stated in a Claim Notice, claim or proceedingthe indemnified party and the indemnifying party, and each party will render acting in good faith, shall attempt to reach agreement with respect to the other contested portions of such Claim. If the indemnified party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The the indemnifying party will obtain should so agree, a written memorandum setting forth such agreement shall promptly be prepared and signed by Buyer and Seller, on behalf of all indemnified and indemnifying parties. (d) If the written consent indemnified party and the indemnifying party are unable to reach agreement with respect to any contested Claim within 30 days of the Indemnified Party prior to settlingdelivery of the Indemnifying Party's Notice, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof either the Indemnified Party would become subject to injunctive or other equitable relief indemnified party or the business indemnifying party may commence legal proceedings with respect to such disputed items. (e) If Buyer receives payment, or exercises its set off rights for indemnification under Section10.4(c) of this Agreement, for any Losses arising from a breach by Seller of Section 5.15 (Accounts and Other Receivables) with respect to accounts receivable included in the Indemnified Party would Assets that are not collected by Buyer, such uncollected accounts receivable shall be adversely affected in any manner whatsoever.deemed automatically assigned back to Seller and Seller may seek to collect such accounts receivable directly from the customer and Buyer shall reasonably cooperate with Seller, at Seller's expense, to facilitate collection thereof. ASSET PURCHASE AGREEMENT

Claims. Each Eagle (a) Any party seeking indemnification hereunder (the "INDEMNIFIED PARTY") shall promptly notify the other party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING PARTY") of any action, suit, proceeding, demand or breach (a "CLAIM") with respect to which the Indemnified Party and Sandoz claims indemnification hereunder, PROVIDED that failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 10 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party (“a "THIRD PARTY CLAIM"), upon receipt of such notice from the Indemnified Party”, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, and if and only if each of the following conditions is satisfied, the Indemnifying Party may assume the defense of such Third Party Claim, and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim: (i) agrees the Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim; (ii) the Indemnified Party does not give the indemnifying party prompt Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party's own counsel advisable; and (iii) the Indemnifying Party establishes to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has (and will continue to have) adequate financial resources to satisfy and discharge such action or claim. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any matter upon Third Party Claim, the defense of which such has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party intends shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. (b) Notwithstanding the foregoing provisions of this Section 10.6, (i) no Indemnifying Party shall be entitled to base settle any Third Party Claim without the Indemnified Party's prior written consent unless as part of such settlement the Indemnified Party is released in writing from all liability with respect to such Third Party Claim and (ii) no Indemnified Party shall be entitled to settle any Third Party Claim without the Indemnifying Party's prior written consent unless as part of such settlement the Indemnifying Party is released in writing from all liability with respect to such Third Party Claim. (c) In the event one party hereunder should have a claim for indemnification (an “Indemnity that does not involve a Third-Party Claim”) under this Article 15. In , the event that an Indemnity Claim is brought or made against both parties, then each party will have the right to be represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense seeking indemnification shall promptly send notice of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent of the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of the Indemnified Party would be adversely affected in any manner whatsoeverparty.