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 Indemnified Party and Sandoz Indemnified Party Any action on account of a Loss (a “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”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article 15XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. In Parent will have twenty (20) calendar days after its receipt of the event that Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an Indemnity Claim is brought agreement within ten (10) calendar days after receipt by the HL Representative or made against both partiesCompany Shareholder Representative, as applicable, of such rejection notice, then each party HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will have be conducted by a single arbitrator who shall be mutually agreed by Parent and the right HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be represented appointed by counsel at its own expenseJAMS. Notwithstanding the foregoingThe arbitration shall be held in New York, New York, in the event that such Indemnity Claim relates solely English language. The arbitrator’s fees will be split equally between the parties to causes covered by Section 15.1 hereof, then Eagle the arbitration and each party to the arbitration 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 be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any damages thereof, arbitration. The arbitrator’s decision will be borne solely final and binding as to all matters of substance and procedure and may be enforced by Eagle. Notwithstanding an ex parte petition to 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 Supreme Court of the defense State of such Indemnity Claim including without limitation New York, County of New York, or any court having jurisdiction over 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 whatsoevernon-moving party.

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 Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (Citi or Banco de Chile, 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 the applicable 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 Banco de Chile Indemnified Parties or Citi Indemnified Parties, ceasing as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party 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 or proceeding, and the business Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party would 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 (ii) the Indemnifying Party shall have authorized the Indemnified Party 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. 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 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 (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. 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 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. (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 (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 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 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 (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 (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. 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 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 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 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 (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 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 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 (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 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 (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. (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 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. 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 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 (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. 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 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 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 (a) From time to time during the Claims Period, Acquirer may deliver to the Securityholders’ 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) shall specify all such information to the knowledge 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 Acquirer as of the defense of such Indemnity Claim including without limitation the settlement date 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 respect to the indemnifying party underlying facts and its counsel, at all reasonable times during normal business hours, all books and records of the other party circumstances relating to such suitClaim Certificate and (ii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, claim so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or proceeding, and each party will render amendment relates to the other party underlying facts and circumstances specifically set forth in such assistance as it may reasonably require original Claims Certificate provided that all claims for Indemnifiable Damages properly set forth in order to ensure proper and adequate defense 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, or the provision of any such suitamendment to a Claim Certificate, claim or proceeding. The indemnifying party will obtain shall affect an Indemnified Person’s rights hereunder, unless (and then only to the written consent of extent that) 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 Securityholders’ Agent or the business of the Indemnified Party would be adversely affected in any manner whatsoeverIndemnifying Holders are materially prejudiced thereby.

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 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 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) From time to time during the Claims Period, Acquirer agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article VI or circumstances which, with the lapse of time, Acquirer reasonably believes is likely to give the indemnifying party prompt written notice of any matter upon which rise to a claim by it for indemnification pursuant to this Article VI, Acquirer must assert such Indemnified Party intends to base a claim for indemnification under this Article VI (each, an “Indemnity Indemnification Claim”) under this Article 15. In by providing a written notice (“Claim Certificate”) to the event Stockholders’ Agent: (i) stating that an Indemnity Claim is brought Indemnified Person has incurred, paid, reserved or made against both partiesaccrued, then each party or in good faith believes that it will have incur, pay, reserve or accrue, 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 (e.g., the underlying representation or warranty alleged to have been untrue or incorrect or covenant or agreement alleged to have been breached). (b) Such Claim Certificate (i) need only specify such information to the knowledge 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 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 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 Indemnity Claims Period. No delay in providing such Claim including without limitation Certificate within the settlement thereof All expenses of such suitapplicable 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 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 (“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 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 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. (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 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 specify in reasonable detail, ceasing to defend the extent then known, (i) the basis for such claim or otherwise disposing anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related, (ii) each individual item of Loss included in the amount so stated and the computation, if possible, of the amount to which such Indemnified Person claims to be entitled hereunder, and (iii) the date such item was paid (if paid) or is expected to be paid; provided, however, that any Indemnity Claim if as failure to give such notification on a result thereof timely basis or to provide any particular details therein shall not relieve the Indemnifying Person of its obligation to indemnify any Indemnified Person hereunder except to the extent the Indemnifying Person is materially prejudiced thereby. (b) The Indemnifying Person shall respond to the Indemnified Party would become subject Person (a “Claim Response”) within twenty (20) days following the date that the Claim Notice is delivered by the Indemnified Person (the “Response Period”). Any Claim Response must specify whether or not the Indemnifying Person disputes the claim(s) described in the Claim Notice or if the Indemnifying Person does not have sufficient information to injunctive make such determination and describe in reasonable detail the basis for each such dispute, and describe in reasonable detail the basis for each such dispute. If subsequent to delivering a Claim Notice, the Indemnified Person seeks any Losses related to such claim in addition to those specified in such Claim Notice, then the Indemnified Person shall send an additional Claim Notice for such additional amount in accordance with Section 9.5(a), which the Indemnifying Person may dispute in accordance with this Section 9.5(b). If the Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person disputes one or other equitable relief more of the matters identified in the Claim Notice and describing the basis thereof or that the Indemnifying Person does not have sufficient information to make such determination, then Purchaser and Seller shall, within the thirty (30)-day period beginning on the date the Indemnifying Person delivers such Claim Response, promptly meet and attempt in good faith to resolve the dispute and agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Person shall have so objected. If the Indemnifying Person delivers a Claim Response within the Response Period indicating that 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 Purchaser and Seller shall succeed in reaching agreement on the Indemnified Person’s and the Indemnifying Person’s respective rights with respect to any such claims, Purchaser and Seller shall promptly prepare and sign a memorandum setting forth such agreement. If Purchaser and Seller do not resolve a dispute regarding a claim (including with respect to any particular item or amount) within thirty (30) days after the conclusion of the Response Period, either the Indemnifying Person or the business Indemnified Person may submit the dispute to a court of competent jurisdiction for a final Order as set forth in Section 10.13 (which Order shall be deemed 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), or by any other means which Purchaser and Seller shall agree in writing. Upon resolution of such dispute, whether by agreement or by a court of competent jurisdiction (such resolution, a “Final Determination”), if it is determined that any indemnification payment is required pursuant to this ARTICLE IX such amount shall be paid to the Indemnified Party would be adversely affected in any manner whatsoeverPerson.

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 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 (“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 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 Person to promptly 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 and a reasonably detailed explanation of the calculation thereof or that the Indemnified Person reasonably believes it will or may suffer or incur, and copies of written evidence thereof, including in the case of claims based on a Third Party prior Claim, copies of all notices, pleadings, and other documents or instruments served on or received by the Indemnified Person, in each case, to settlingthe extent available and not otherwise subject to attorney-client privilege. (b) If the Indemnifying Person does not object in writing to such claim within thirty (30) 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 X and, subject to Section 10.4, 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 indemnifiable 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 10.2 or other equitable relief or Section 10.3 in respect of such claim), and no later objection by the business Indemnifying Person shall be permitted. If within such thirty (30) 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, or (y) a final Order of any court of competent jurisdiction (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) 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 (a) During the Claims Period, Buyer may deliver to Seller one or more certificates signed by any officer of Buyer (each, a “Claim Certificate”): (i) stating that an Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages; provided, that with respect to give the indemnifying party prompt written notice of any matter upon which Indemnifiable Damages related to Sales Taxes, such Indemnified Party intends Person has reasonably demonstrated compliance with Section 9.2(f) prior to base delivering a claim for indemnification Claim Certificate; (an “Indemnity Claim”ii) under this Article 15. In stating 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 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 Buyer 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 Buyer) 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 Buyer 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 Buyer 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 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 extent that) Seller or the business of the Indemnified Party would be adversely affected in any manner whatsoeverCompany are materially prejudiced thereby.

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 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. (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) Any Buyer Indemnified Party and Sandoz or Seller Indemnified Party making a claim for indemnification under this Article VIII (an “Indemnified PartyIndemnitee”) agrees to give shall notify the indemnifying party prompt (an “Indemnitor”) of the claim in writing after receiving written notice of any matter Proceeding or other claim against it (if by a third party), describing in reasonable detail the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided, that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent that an Indemnitor’s forfeit rights or defenses are actually prejudiced thereby. The Indemnitor shall have 30 calendar days from the date upon which the Indemnitor received the claim notice within which to notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of and any litigation resulting from such Indemnified Party intends Proceeding or other claim giving rise to base a the Indemnitee’s claim for indemnification with counsel reasonably acceptable to the Indemnitee and at the Indemnitor’s expense; provided, that (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided further that the fees and expenses of such separate counsel shall be borne entirely by the Indemnitee; (ii) the Indemnitor shall not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, (B) the claim primarily seeks an “Indemnity Claim”injunction or other equitable relief against an Indemnitee or (C) under an adverse determination with respect to such Proceeding or other claim would be materially detrimental to or materially injure the reputation or future business prospects of an Indemnitee; and (iii) if the Indemnitor shall control the defense or prosecution of any such Proceeding or other claim, such Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim; provided, however, an Indemnitor may settle or consent to the entry of judgment in respect of such claim without the consent of the Indemnitee, if such settlement or judgment is solely for money damages, includes an unconditional release of the Indemnitee from any further liability in respect of such Proceeding or other claim and does not contain any admission of wrongdoing on the part of the Indemnitee. If the Indemnitor does not assume the defense of such Proceeding or other claim within 30 days of receipt of the Indemnitee’s notice thereof, the Indemnitee will be entitled to assume such defense, at its sole cost and expense (or, if the Indemnitee incurs Damages with respect to the matter in question for which the Indemnitee is entitled to indemnification pursuant to this Article 15. In VIII, at the event expense of the Indemnitor), upon delivery of notice to such effect to the Indemnitor; provided, however, that an Indemnity Claim is brought or made against both parties, then each party will the Indemnitor shall have the right 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 the Proceeding or other claim at its sole cost and expense. (b) Any amounts owing under this Article VIII shall be made (without limitation interest) by wire transfer of immediately available funds within three Business Days after the settlement thereof All expenses earlier of such suit(i) the agreement of the Buyer Parties, claim or proceedingon the one hand, including the settlement and Seller and the payment of any damages thereof▇▇▇▇▇▇▇▇▇ Entities, will be borne solely by Eagle. Notwithstanding on the foregoingother hand, in the event that such Indemnity Claim relates solely to causes covered amounts are due and owing by Section 15.2 hereofsuch Party as an Indemnitor in respect thereof or (ii) the final, then Sandoz will assume full control binding determination that such amounts are due and owing by such Party as an Indemnitor in respect thereof by a court 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 whatsoevercompetent jurisdiction.

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 (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 Beneficiary may make a claim under this Policy for the indemnifying party prompt written notice amount of any matter upon which such Indemnified Party intends Defaulted Amount by executing and delivering, or causing to base be executed and delivered, to the Insurer a Notice of Claim, with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a claim for indemnification (an “Indemnity Claim”) under this Article 15hereunder when Received by the Insurer. In the event that an Indemnity any amount shall be received by the Beneficiary in respect of a Defaulted Amount forming the basis of a claim specified in a Notice of Claim submitted hereunder, which amount had not been received when the Notice of Claim was prepared but which is brought or made against both parties, then each party will have received by 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 Beneficiary prior to the indemnifying party and its counselreceipt of payment from the Insurer as contemplated by this Policy (any such amount, at all reasonable times during normal business hoursa "RECOVERY"), all books and records of the other party relating to such suit, claim or proceeding, and each party will render to Beneficiary immediately shall so notify the other party such assistance as it may reasonably require in order to ensure proper and adequate defense Insurer (which notice shall include the amount of any such suit, claim or proceedingRecovery). The indemnifying party will obtain fact that a Recovery has been received by the written consent Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the Indemnified Party prior to settlingdate such Notice of Claim originally was prepared, ceasing to defend or otherwise disposing without necessity of any Indemnity Claim if as a result thereof action on the Indemnified Party would become subject to injunctive or other equitable relief or part of any Person, and the business Insurer shall pay the amount of the Indemnified Party would claim specified in the Notice of Claim as herein provided, net of the Recovery. The Insurer will pay each Defaulted Amount (other than a Defaulted Amount which consists of an Avoided Payment) to the Beneficiary on the later of (i) noon, New York City time, on the date such Defaulted Amount becomes Due for Payment or (ii) noon, New York City time, on the second Business Day following the day on which the Insurer Receives a Notice of Claim as specified in the preceding paragraph. The Insurer will pay each Defaulted Amount which consists of an Avoided Payment as provided in Section 3. No claim may be adversely affected in any manner whatsoevermade hereunder except by the Beneficiary.

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 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 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. (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 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 (a) Any party seeking indemnification hereunder (the "Indemnified Party") shall promptly notify one of the other parties 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 Section 12 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”) agrees , the Indemnifying Party shall be entitled 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, 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 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, claim the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim: (i) the Indemnifying Party confirms in writing that it or proceedinghe 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 or he has determined, including in the settlement and exercise of its or his reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by 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 prior to settling, ceasing to defend or otherwise disposing shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. (b) In the event of any Indemnity Claim if as a result thereof Claims under Section 12.1 or 12.2 hereof, the Indemnified Party would become subject to injunctive or other equitable relief or shall advise the business Indemnifying Party in writing of the Indemnified amount and circumstances surrounding such Claim. With respect to liquidated Claims, if within thirty days the Indemnifying Party would be adversely affected has not contested such Claim in any manner whatsoeverwriting, the Indemnifying Party will pay the full amount thereof within ten days after the expiration of such period.

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 18 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 18, 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 18, 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 If a claim for Losses (a “Claim”) is to be made by a Purchaser Indemnified Party and Sandoz or a Company Indemnified Party (an “Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which ), such Indemnified Party intends shall give notice (a “Claim Notice”) to base (i) Company, in the case of an indemnification claim pursuant to 7.2 or (ii) Purchaser, in the case of an indemnification claim pursuant to 7.2(a) (“Indemnifying Party”). Such Claim Notice shall state the estimated aggregate amount of Losses pertaining to such Claim (the “Indemnification Amount”) and include a summary of known, relevant facts with respect to the Claim. If any Proceeding is filed or instituted making a claim for against any Indemnified Party with respect to a matter subject to indemnity hereunder, notice thereof shall be given to the Indemnifying Party as promptly as practicable; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (an “Indemnity Claim”) under this Article 15to the extent determined by a court of competent jurisdiction). In After receipt of such a notice of a Proceeding, 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 defend the Indemnified Party against the Proceeding with counsel at of its own expense. Notwithstanding choice satisfactory to the foregoingIndemnified Party, unless the nature of the claim creates an ethical conflict or otherwise makes it inadvisable for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the claim or Proceeding that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the event nature of, or caused by the Claim or raised in the Proceeding, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that such Indemnity Claim relates solely the Indemnifying Party will have the financial resources to causes covered by Section 15.1 hereofdefend against the Proceeding and fulfill its indemnification obligations hereunder, then Eagle will assume full control of (c) the Proceeding involves only a claim for money damages and no other relief binding the Indemnified Party, and (d) the Indemnifying Party conducts the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement Proceeding actively 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 Sandozdiligently. The Indemnified Indemnifying 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 shall not compromise or settle 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 Proceeding without the written consent of the Indemnified Party prior not to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof be unreasonably withheld. In all other cases the Indemnified Party would become subject may defend the claim or Proceeding with counsel of its choosing at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom. The parties shall cooperate with each other in connection with any defense in any notifications to injunctive or other equitable relief or insurers. If the business Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party would be adversely affected in any manner whatsoeveragainst which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost.

Claims. Each Eagle If any Claim is made by a Third Party (a “Third Party Claim”) against an Indemnified Party that, if sustained, would give rise to Liability to an Indemnifying Party under this Agreement, the Indemnified Party shall promptly cause notice of the claim to be delivered to the Indemnifying Party along with all of the facts, information or materials relating to such claim of which the Indemnified Party is aware; provided, however, that failure to give such notification shall not affect the indemnification provided for hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnified Party shall deliver to the Indemnifying Party, within five days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by Novavax Esprit License and Development Agreement — the Indemnified Party relating to such Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, unless the Third Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnified Party and Sandoz the Indemnifying Party. If the Indemnifying Party assumes such defense, the 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 shall have the right to be represented by counsel participate in the defense thereof and to employ counsel, at its own expense. Notwithstanding the foregoing, expense (except as provided in the event immediately preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such Indemnity Claim relates solely to causes covered defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by Section 15.1 hereof, then Eagle will assume full control of the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of such Indemnity any Third Party Claim including without limitation that, if sustained, would give rise to a Liability of the settlement thereof All expenses of such suit, claim Indemnifying Party under this Agreement. The parties shall cooperate in the defense or proceeding, including the settlement and the payment prosecution of any damages thereofThird Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, will be borne solely by Eagleand reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding Whether or not 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 shall have assumed the defense of such Indemnity a Third Party Claim, the Indemnified Party shall not admit any Liability with respect Novavax Esprit License and Development Agreement — to, or settle or compromise a 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 Indemnifying Party’s prior written consent (which consent shall not be borne solely by Sandozunreasonably withheld). The Indemnified Indemnifying Party will make available to the indemnifying party and its counselmay pay, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim settle 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 compromise a Third Party Claim (i) with the written consent of the Indemnified Party prior Party, not to settling, ceasing to defend be unreasonably withheld or otherwise disposing delayed or (ii) without the written consent of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business Party, so long as such settlement includes (A) an unconditional release of the Indemnified Party would from all Liability in respect of such Third Party Claim and (B) does not subject the Indemnified Party to any injunctive relief or other equitable remedy. In the event an Indemnified Party has a claim against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall promptly cause notice of such claim to be adversely affected delivered to the Indemnifying Party. If the Indemnifying Party disputes such claim, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 10 days to settle any manner whatsoeversuch dispute. If the parties are unable to resolve such dispute, the Indemnified Party may pursue any and all courses of action available against the Indemnifying Party.

Claims. Each Eagle Indemnified Party Unless specifically exempted below, all Claims between any of the Bound Parties regardless of how the same might have arisen or on what it might be based including, but not limited to Claims (a) arising out of or relating to the interpretation, application or enforcement of the provisions of the Act, this Condominium Declaration, the By-Laws and Sandoz Indemnified Party (“Indemnified Party”) agrees to give reasonable rules and regulations adopted by the indemnifying party prompt written notice Board or the rights, obligations and duties of any matter Bound Party under the provisions of the Act, this Condominium Declaration, the By-Laws and reasonable rules and regulations adopted by the Board, (b) relating to the design or construction of improvements; or (c) based upon which such Indemnified any statements, representations, promises, warranties, or other communications made by or on behalf of any Bound Party intends shall be subject to base the provisions of Section 12.04 and, if applicable, the dispute resolution provisions of the purchase agreement for the purchase of a claim for indemnification Dwelling Unit (an “Indemnity Claim”) under this Article 15"Purchase Agreement"). In the event that of an Indemnity Claim is brought inconsistency or made against both partiescontradiction between the provisions relating to dispute resolution as set forth in this Condominium Declaration and those which are set forth in the Purchase Agreement, then each party will have the right to be represented by counsel at its own expenseprovisions of the Purchase Agreement shall prevail. Notwithstanding the foregoing, in unless all parties thereto otherwise agree, 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 following shall not be Claims and the payment of any damages thereof, will shall not 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 subject to the indemnifying party provisions of Section 12.04: (a) any suit by the Condominium Association against any Bound Party to enforce the provisions of Article Six; (b) any suit by the Condominium Association or Declarant to obtain a temporary restraining order or injunction (or equivalent emergency equitable relief) and its counsel, at all reasonable times during normal business hours, all books and records of such other ancillary relief as the other party relating to such suit, claim or proceeding, and each party will render to the other party such assistance as it court may reasonably require deem necessary in order to ensure proper maintain the status quo and adequate defense preserve the Condominium Association's ability to act under and enforce the provisions of Article Three; (c) any suit between or among Owners, which does not include Declarant or the Condominium Association as a Party, if such suitsuit asserts a Claim which would constitute a cause of action independent of the provisions of the Act, claim or proceeding. The indemnifying party will obtain this Condominium Declaration, the written By-Laws and reasonable rules and regulations adopted by the Board; and With the consent of the Indemnified Party prior to settlingall parties hereto, 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 above may be adversely affected submitted to the alternative dispute resolution procedures set forth in any manner whatsoeverSection 12.04.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party Any claim for indemnity under Section 13.1 or 13.2 shall be made by written notice from the party seeking to be indemnified (“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. When an Indemnitee seeking indemnification under Section 13.1 or 13.2 receives notice of any matter upon claims made by third parties ("Third Party Claims") which such Indemnified Party intends is to base be the basis for a claim for indemnification hereunder, the Indemnitee shall give written notice promptly after receipt of notice of such Third Party Claim 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 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 unless such settlement includes 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 such 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 ten (10) days after the date of receipt of the Indemnitee's notice in respect of such Third Party Claim. Notwithstanding the foregoing, The Indemnitee shall cooperate fully in the event that defense of the Third Party Claim as and to the extent reasonably requested by the Indemnifying Party (such Indemnity Claim relates solely cooperation shall include the retention and, upon the request of the Indemnifying Party, the provision to causes covered by Section 15.1 hereofsuch party of records and information which are reasonably relevant to such claim or demand and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder). If an Indemnifying Party does not, then Eagle will assume full control within ten (10) days after the Indemnitee's notice is given, give notice to the Indemnitee of its assumption of the defense of such Indemnity the Third Party Claim, the Indemnifying Party shall not have the right to control the defense thereof unless it thereafter elects to assume the defense thereof by notice to the Indemnitee. If the Indemnitee assumes the defense of any Third Party Claim including without limitation because of the settlement thereof All failure of the Indemnifying Party to do so in accordance with this Section 13.3, the Indemnifying Party shall pay all reasonable costs and expenses of such suit, claim defense and shall be fully responsible for the outcome thereof. 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 suiteffected without its prior written consent, claim or proceeding, including the settlement and the payment of any damages thereof, will which consent shall not 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 whatsoeverunreasonably withheld.

Claims. Each Eagle (a) If an indemnified party (an "Indemnified Party") intends to seek indemnification pursuant to this Article VII, such Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give shall promptly notify the indemnifying party prompt written (the "Indemnifying Party"), in writing, of such claim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of any matter upon the Indemnifying Party unless and only to the extent it is actually prejudiced thereby, subject, however, to the time periods specified in Section 7.1 hereof. Except for claims with respect to Taxes, which such Indemnified Party intends to base a claim for indemnification shall be governed by Section 4.9(a), (an “Indemnity Claim”i) 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 claim involves a claim by Section 15.1 hereofa third party against an Indemnified Party, then Eagle will assume full control of the defense Indemnifying Party shall have 30 days after receipt of such Indemnity Claim including without limitation notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, 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 reasonable 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. 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 settling(which consent shall not be unreasonably withheld), ceasing to defend settle or otherwise disposing of compromise any Indemnity Claim if as a result thereof action. If the Indemnifying Party does not notify the Indemnified Party would become subject within 30 days after the receipt of notice of a claim of indemnity hereunder that it elects to injunctive or other equitable relief or undertake the business of defense thereof, the Indemnified Party would shall have the right to contest, settle or compromise the claim but shall not pay or settle any such claim without the consent of the Indemnifying Party (which consent shall not be adversely affected unreasonably withheld). (b) Edwards, Novacor LLC, Newco an▇ ▇▇▇▇▇ Heart shall cooperate fully in all aspects of any manner whatsoeverinvestigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to Article VII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. Each Eagle (a) All claims for indemnification by an Indemnified Party and Sandoz pursuant to this Article 7 shall be made in accordance with the provisions of this Article 7. (b) If an Indemnified Party (“has incurred or suffered Damages for which it is entitled to indemnification under this Article 7, 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 Company, in the case of a claim by a Cubist Indemnified Party, or to Cubist and Acquisition Sub, in the case of a claim by a Company Indemnified Party intends (in either case, 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 Notice, the Indemnifying Party shall provide to base the Indemnified Party a claim 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 Damages for which the Indemnified Party is entitled to indemnification (an “Indemnity Claim”) under this Article 157. In If no Response Notice is delivered by the event Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that an Indemnity Claim all of the Claimed Amount is brought or made against both parties, then each party will have owed to the right to be represented by counsel at its own expense. Notwithstanding Indemnified Party. (d) If the foregoing, Indemnifying Party in the event Response Notice agrees (or is deemed to have agreed) that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control all 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 Claimed Amount is owed to the indemnifying party and its counselIndemnified Party, at all reasonable times during normal business hours, all books and records of the other party relating Indemnifying Party shall owe 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 an amount equal to settlingthe Claimed Amount to be paid in the manner set forth in this Article 7. If the Indemnifying Party in the Response Notice agrees that part, ceasing but not all, of the Claimed Amount is owed to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party would become subject an amount equal to injunctive the Agreed Amount set forth in such Response Notice to be paid in the manner set forth in this Article 7. If there is a dispute as to all or other equitable relief or any portion of any Claimed Amount, the business Indemnifying Party and Indemnified Party and/or their representatives shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to such Claimed Amount or to the portion thereof in dispute. If the Indemnifying Party and Indemnified Party would should so agree, a memorandum setting forth such agreement shall be adversely affected in any manner whatsoeverprepared and signed by both parties. If no such agreement can be reached after such good faith negotiation, either Indemnifying Party or Indemnified Party may, by written notice to the other, commence legal proceedings to settle the dispute.

Claims. Each Eagle (a) Any Parent Indemnified Party shall promptly notify the Shareholder Representative (which shall act on behalf of any or all Company Shareholders and Sandoz Optionholders for purposes of any claims pursuant to Section 8.2(a)) in the event that such Parent Indemnified Party (“claims indemnification hereunder pursuant to Section 8.2(a). A Company Indemnified Party”) agrees Party shall promptly notify Parent and the Shareholder Representative of any claim with respect to which such Company Indemnified Party claims indemnification hereunder against Parent pursuant to Section 8.3(a). Any failure of the Indemnified Party to give any notice required under this Section 8.4(a) shall not relieve the indemnifying party prompt written Indemnifying Party of its obligations under this Article VIII except to the extent that such Indemnifying Party shall have been actually prejudiced thereby. Such notice of any shall state in reasonable detail the matter upon which such Indemnified Party intends has determined has given rise to base a right of indemnification under this Agreement, the amount of the Loss, if known (or Parent’s good faith estimate of the maximum amount of Losses in respect of such claim for if such amount is uncertain), and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (an b) If any claim relates to any Action instituted against the Indemnified Party by a third party (a “Indemnity Third Party Claim”) under this Article 15. In the event that an Indemnity Claim is brought or made against both parties), then each party the Shareholder Representative, on behalf of the Company Shareholders and Optionholders, or Parent, as the case may be, shall be entitled to be fully involved and participate fully in the defense of such Third Party Claim. Within fifteen (15) days after the Indemnified Party gives written notice of such Third Party Claim pursuant to Section 8.4(a), the Shareholder Representative, on behalf of the Company Shareholders and Optionholders, or Parent, as the case may be, may assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party by providing the Indemnified Party with written notice of its election to assume such defense. Notwithstanding the right of the Indemnified Party to retain its own counsel as described below, if the Shareholder Representative or Parent, as the case may be, assumes the defense of any Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim that the Shareholder Representative or Parent, as the case may be, may recommend, and which releases the Indemnified Party and its Affiliates completely and unconditionally in connection with such Third Party Claim, provided that such settlement, compromise or discharge does not (i) involve an admission of wrongdoing by the Indemnified Party or its Affiliates or (ii) impose any equitable or other non‑monetary remedies or obligations on the Indemnified Party, but solely involves the payment of money damages for which the Indemnified Party will have be fully indemnified hereunder. (c) The Indemnified Party shall retain the right to be represented by counsel at employ its own expensecounsel and to participate in the defense of any Third Party Claim, the defense of which has been assumed by the Shareholder Representative, on behalf of the Company Shareholders and Optionholders, or Parent, as the case may be, pursuant hereto, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. Notwithstanding the foregoing, in if (i) the event Indemnifying Party does not exercise its rights to defend the Indemnified Party against such Third Party Claim, (ii) the Indemnified Party reasonably concludes, after consultation with counsel, that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control representation of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement Indemnified Party and the payment Indemnifying Party by the same counsel presents a potential conflict of any damages thereofinterest under applicable standards of professional conduct, will be borne solely by Eagle. Notwithstanding (iii) 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 determines, after consultation with counsel, that it has legal defenses available to it which are different from or in addition to the defenses available to the indemnifying party and Indemnifying Party, (iv) the Third‑Party Claim involves potential criminal liability or admission of wrong doing, or (v) the Third‑Party Claim seeks any non‑monetary remedy against the Indemnified Party, without waiving any rights against the Indemnifying Party, the Indemnified Party may (subject to the below) retain its own counsel, at all reasonable times during normal business hoursdefend against or settle any such Third Party Claim in the Indemnified Party’s sole and absolute discretion and the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and, on an ongoing basis, all books and records Losses of the other party relating Indemnified Party with respect thereto, including interest owed to third parties from the date such suitLosses were incurred; provided, claim or proceeding, and each party that in no event will render the Indemnified Party consent to the other party such assistance as it may reasonably require in order to ensure proper and adequate defense entry of any such suit, claim judgment or proceeding. The indemnifying party will obtain enter into any settlement with respect to any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnified Party prior to settlingShareholder Representative, 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 on behalf of the Indemnified Party would Company Shareholders and Optionholders, on the one hand, or Parent, on the other hand (the decision on whether to provide such prior written consent may not be adversely affected in any manner whatsoeverunreasonably withheld or delayed).

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 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 or (iv) includes any admission of wrongdoing or misconduct by the Indemnified Party. (c) 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 (“a) Upon the occurrence of any event that a party hereto (the "Indemnified Party”") agrees asserts to give be the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base basis for a claim for indemnification against the other party (an “Indemnity Claim”the "Indemnifying Party") under this Article 15VIII (a "Claim"), the Indemnified Party shall promptly give notice (a "Claim Notice") to the Indemnifying Party thereof in writing, which Claim Notice shall set forth (i) a particular description of the event or condition that is the basis for the Claim; and (ii) the amount reasonably necessary to satisfy such Claim; provided, that, the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused the Losses for which the Indemnifying Party is obligated to be greater than such Losses would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. (b) If the Claim involves the claim of any third Person (a "Third-Party Claim"), the Indemnifying Party shall have the right to assume and control the defense of the Third-Party Claim at such Indemnifying Party's expense with counsel of its own choice reasonably satisfactory to the Indemnified Party, so long as the Indemnifying Party notifies the Indemnified Party of such defense in writing within thirty (30) days after the Indemnified Party has given notice of the Third-Party Claim; provided that, prior to the Indemnifying Party assuming control of such defense it shall first notify the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all Losses relating to such Claim (but subject to the dollar limitations otherwise set forth herein) and that it shall provide indemnification (whether or not otherwise required hereunder but subject to the dollar limitations otherwise set forth herein) to the Indemnified Party with respect to such Claim; and provided further that: (i) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of the Third-Party Claim, except that, notwithstanding the foregoing, the Indemnifying Party shall pay all reasonable fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and Indemnified Party; and (ii) notwithstanding the foregoing provisions of this Section 8.6(b), the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (B) the claim seeks an injunction or equitable relief against the Indemnified Party; (C) the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party; (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; (E) the Indemnified Party reasonably believes that the Losses relating to such claim for indemnification to be paid by the Indemnified Party (taking into account the dollar limitations otherwise set forth herein) would exceed the amount of Losses relating to such claim for indemnification to be paid by the Indemnifying Party (taking into account the dollar limitations otherwise set forth herein); or (F) the Third Party Claim involves one of the Company's customers or suppliers and the Indemnified Party reasonably believes that (and notifies Seller in writing to the effect that) an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification, or the defense thereof by the Indemnifying Party, would reasonably be expected to be materially detrimental to the Indemnified Party's relationship with such customer or supplier. In the event that an Indemnity Claim is brought or made against both parties, then each party will (x) the Indemnifying Party does not 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 and control of the defense of such Indemnity a 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 pursuant to causes covered by this Section 15.2 hereof8.6(b)(ii), then Sandoz will assume full control of the Indemnifying Party shall have the right to retain separate counsel, at its sole cost and expense, and participate in the defense of such Indemnity the Third-Party Claim including without limitation and (y) the settlement thereof All expenses Indemnifying Party does not have the right to assume and control the defense of a Third-Party Claim by virtue of clause (F) of this Section 8.6(b)(ii), then the Indemnifying Party shall only be responsible for 85% of the Losses in respect of such suit, claim Third Party Claim that Seller would otherwise be responsible for (and Purchaser or proceeding, including the settlement Company shall bear the other 15%). (c) So long as the Indemnifying Party has assumed and is conducting the payment defense of the Third-Party Claim pursuant to Section 8.6(b): (i) the Indemnifying Party shall not consent to the entry of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will make available judgment or enter into any settlement with respect to the indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of Third-Party Claim without 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 (not to settlingbe unreasonably withheld, ceasing to defend conditioned or otherwise disposing delayed), unless the judgment or proposed settlement involves only the payment of any Indemnity Claim if as a result thereof money damages by the Indemnified Indemnifying Party would become subject to injunctive and does not impose an injunction or other equitable relief or upon the business of Indemnified Party, and (ii) the Indemnified Party would shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be adversely affected unreasonably withheld, conditioned or delayed). (d) In the event the Indemnifying Party does not or does not have the right to, assume and control the defense of the Third Party Claim pursuant to Section 8.6(b), the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner whatsoeverit reasonably may deem appropriate (and the Indemnified Party need not consult with or obtain any consent from the Indemnifying Party in connection therewith). However, in the event that the Indemnifying Party does not have the right to assume and control the defense of a Third-Party Claim by virtue of clause (F) of Section 8.6(b)(ii) above, and the parties agree or a court of competent jurisdiction has determined that any settlement entered into by the Indemnified Party and its customer or supplier in connection therewith was not on commercially reasonable terms, then the Indemnifying Party shall only be responsible for the lesser of (i) 85% of the total amount of such settlement, and (ii) 100% of the amount of the settlement that the parties agreed upon or the aforementioned court determined was commercially reasonable (subject to the dollar limitations otherwise set forth herein). (e) Whenever the Indemnified Party shall have given a Claim Notice to the Indemnifying Party that does not involve a Third-Party Claim, the Indemnifying Party may, within thirty (30) days after receipt of such Claim Notice, notify the Indemnified Party that the Indemnifying Party disputes the Claim for indemnification set forth in such Claim Notice (a "Dispute Notice"). If, with respect to the claim for indemnification set forth in a Claim Notice, no Dispute Notice is given to the Indemnified Party within such thirty (30) day period, the Claim shall be deemed valid, and the Indemnifying Party shall be obligated to pay to the Indemnified Party the amount specified in the Claim Notice with respect to such Claim.

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 If an Indemnified Party intends to base a claim for seek indemnification (an “Indemnity Claim”) under pursuant to this Article 15IX with respect to third party claims, such Indemnified Party shall promptly provide written notice to the party from whom indemnification is being sought (the “Indemnifying Party”), in writing in accordance with Section 10.1 hereof of such claim describing such claim in reasonable detail including the sections of this Agreement which form the basis for such claim; copies of all material written evidence thereof and the estimated amount of the Damages that have been or may be sustained by an Indemnified Party; provided that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually materially prejudiced thereby, subject, however, to the time periods specified in Section 9.1 hereof. In the event that an Indemnity Claim is brought or made such claim involves a claim by a third party against both partiesthe Indemnified Party, then each party the Indemnifying Party shall have twenty 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 foregoingsettlement or defense thereof, and if it so decides, the Indemnified Party shall cooperate with the Indemnifying Party in connection with the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the settlement or defense of such Indemnity Claim including without limitation claim; provided, however, that the Indemnified Party may participate in such settlement thereof All or defense through counsel chosen by it; provided, further, that the fees and expenses of such suitcounsel shall be borne by the Indemnified Party. Notwithstanding anything in this Section 9.3 to the contrary, claim the Indemnifying Party may not, without the consent of the Indemnified Party, settle or proceeding, including compromise any action or consent to the settlement and the payment entry of any damages thereof, will be borne solely judgment unless such settlement or compromise includes as an unconditional term thereof the delivery by Eagle. Notwithstanding the foregoing, in claimant or plaintiff to the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control Indemnified Party of a duly executed written release of the defense Indemnified Party from all liability in respect of such Indemnity Claim including action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party; provided that the Indemnifying Party shall not effect a settlement or compromise 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 settlingif such settlement or compromise contains injunctive, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive equitable or other equitable relief or provisions that materially affect, the ongoing business of the Indemnified Party. So long as the Indemnifying Party would has agreed to undertake, conduct and control the settlement or defense of any such claim and is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the consent of the Indemnifying Party, which consent shall not be adversely affected in unreasonably withheld. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall have the right to defend against such claim or demand and the portion of any manner whatsoeversuch claim or demand as to which the defense by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be a liability of the Indemnifying Party hereunder.

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 JAG, the JAG Stockholders or Company (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 Kauf▇▇▇ (▇▇e "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 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 (“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 Indeninitor. 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 lie 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 which further loss, damage or expense that 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 (“Indemnified Party”a) agrees If any Indemnitee has, or claims to give the indemnifying party prompt written notice of any matter upon have, incurred or suffered Indemnifiable Losses for which it is, or may be, entitled to indemnification under this Section 9, such Indemnified Party intends to base Indemnitee, acting in good faith, may deliver a claim for notice (a "Claim Notice") to the Indemnifying Party. Each Claim Notice shall (i) state that such Indemnitee believes that there is or has been a breach of a representation, warranty or covenant contained in this Agreement or that such Indemnitee is otherwise entitled to indemnification (an “Indemnity Claim”) under this Article 15Section 9, (ii) contain a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a breach or that such Indemnitee is so entitled to indemnification, and (iii) to the extent possible, contain a good faith, non-binding, preliminary estimate of the amount of Indemnifiable Losses such Indemnitee claims to have so incurred or suffered or will incur or suffer (the "Claimed Amount"), or a statement that such Indemnifiable Losses are not capable of being estimated or quantified at such time and that the Claim Notice will be amended to include a Claimed Amount at a later date. In the event that a Claim Notice contains a statement that the amount of the Indemnifiable Losses are not capable of being estimated or quantified at the time that the Claim Notice is delivered (a "Silent Claim Notice"), the Indemnitee shall, at such time as such Indemnifiable Losses are capable of being estimated or quantified promptly deliver to the Indemnifying Party an Indemnity amended Claim is brought or made against both parties, then each party will have Notice setting forth the right to be represented by counsel at its own expenseClaimed Amount (the "Complete Claim Notice"). Notwithstanding the foregoing, in In the event that (x) an Indemnitee incurs or suffers additional Indemnifiable Losses subsequent to the date on which a Claim Notice (the "Original Claim Notice") had previously been sent resulting from the same fact or circumstances set forth in such Indemnity Claim relates solely to causes covered Notice, or (y) the Original Claim Notice did not otherwise accurately state the amount of Indemnifiable Losses incurred or suffered by Section 15.1 hereofthe Indemnitee, then Eagle the Indemnitee will assume full control deliver to the Indemnifying Party an additional Claim Notice setting forth the 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 Eagle. Notwithstanding the foregoing, Indemnifiable Losses that were not included in the event that such Indemnity Original Claim relates solely Notice (an "Additional Claim Notice"). For the purposes of Section 9.1(a), a Complete Claim Notice shall be deemed 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 have been delivered to the indemnifying party Indemnifying Party on the date that the Silent Claim Notice was delivered and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating an Additional Claim Notice shall be deemed to such suit, claim or proceeding, and each party will render have been delivered to the Indemnifying Party on the date that the Original Claim Notice was delivered. (b) Within thirty (30) days after receipt by the Indemnifying Party of a Claim Notice (other party than a Silent Claim Notice) (the "Dispute Period"), the Indemnifying Party may deliver to the Indemnitee who delivered such assistance as it may reasonably require Claim Notice a written response (the "Response Notice") in order which the Indemnifying Party: (i) agrees that the full Claimed Amount is owed 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.Indemnitee;

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”i) agrees to give In the indemnifying party prompt written notice case of any matter upon which representation or warranty that is limited by the word “material” or a similar term (other than Section 4.3(f)), the breach of such representation or warranty and the amount of Losses resulting therefrom shall be determined as if the term “material” or other similar term or limitation were not included, it being the intent of the Parties that notwithstanding the presence of the word “material” to limit the representations and warranties that the concept of materiality is adequately covered by the provision of the Basket; provided, however, that once the aggregate amount of Losses suffered by a Party is equal to the Basket, this Section 7.1(d)(i) shall be of no further force or effect with respect to the other Party’s representations and warranties. (ii) If an Indemnified Party intends to base seek indemnification pursuant to this Article VII, such Indemnified Party will promptly notify the Indemnifying Party in writing of such claim (“Indemnity Demand”), sufficiently promptly to enable the Indemnifying Party to protect its rights. The Indemnity Demand will include a summary of the factual and contractual basis for such claim, and will include a description of any third-party claim in respect of which indemnification is sought, along with supporting documentation. The failure promptly 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 will respond in writing to said Indemnity Demand sufficiently promptly to enable the Indemnified Party to protect its rights, but not later than twenty (20) business days following the Indemnity Demand, either by accepting its indemnification obligations hereunder, or setting forth the factual and contractual basis for its refusal, if any, to so perform. (iii) If such claim involves a claim for indemnification by a third party against the Indemnified Party, the Indemnifying Party may, within twenty (an “20) business 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. Notwithstanding , through counsel chosen by the foregoingIndemnifying Party and reasonably satisfactory to such Indemnified Party in its reasonable judgment, 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 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, 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 cooperate with it in connection therewith, provided, that the Indemnified Party may participate in such settlement or defense at the Indemnified Party’s expense, except as specifically provided in the following sentence, 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 will present such counsel with a material conflict of interest, then the Indemnifying Party will pay the reasonable fees and expenses of the Indemnified Party’s separate counsel, so long as such counsel has been approved by the Indemnifying Party. Notwithstanding anything in this Section to the indemnifying party and its counselcontrary, at all reasonable times during normal business hoursthe Indemnifying Party may not, all books and records of without 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, settle or compromise any action or consent to settling, ceasing to defend or otherwise disposing the entry of any Indemnity Claim if as judgment, such consent not to be unreasonably withheld. (iv) If (A) a result thereof firm written offer is made by the third party to settle a third-party claim referred to in Section 7.1(d)(iii), (B) the Indemnifying Party proposes to accept such settlement and (C) the Indemnified Party would become subject refuses to injunctive or consent to such settlement, then, provided that such proposed settlement: (a) includes a full and unconditional release of the Indemnified Party, (b) does not provide for anything other equitable relief or than the business payment of money damages, and (c) will be paid in full by the Indemnifying Party, then (i) the Indemnifying Party will be excused from, and the Indemnified Party will 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 will be the amount of the proposed settlement, and other amounts to which the Indemnified Party would be adversely affected in any manner whatsoeverentitled before 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 will 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 will 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 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 17 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 17, 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 17, 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 If a Notice of Claim is given pursuant to Section 5.3 ------ ----------- above, and Sandoz Indemnified Party no rejection is received within the thirty (“Indemnified Party”30) agrees day period specified above, then the Indemnitor shall be deemed to give have accepted such claim. If the indemnifying party prompt Indemnitor rejects a claim within such thirty (30) day period, the parties shall, in good faith, attempt to negotiate a resolution of such claim within sixty (60) days thereafter (the "Resolution Period"). If the ----------------- parties do not reach resolution during the Resolution Period, then the Indemnitee may, within thirty (30) days after the end of the Resolution Period proceed to submit the controversy to mediation by providing notice to the Indemnitor. Such mediation shall be governed by the rules of the Center for Public Resources. Promptly thereafter, a mutually acceptable mediator shall be chosen by the parties, who shall share the cost of mediation services equally. If the dispute has not been resolved by mediation within 60 days after the date of written notice requesting mediation, then either party may initiate litigation and pursue all and any remedies at law or at equity that such party is entitled to. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee against any Damages that may result from claims of any matter upon which third parties ("Third Party ----------- Claims"), then the Indemnitor shall be entitled to assume and ------ control the defense of such Indemnified Third Party intends Claim at its expense and through counsel of its choice if it gives notice of its intention to base do so to the Indemnitee within five days of the receipt of such notice from the Indemnitee; provided, however, that if there exists or is reasonably likely to exist a claim conflict of interest that would make it inappropriate in the judgment of the Indemnitee for indemnification (an “Indemnity Claim”) under this Article 15the same counsel to represent both the Indemnitee and the Indemnitor, then the Indemnitee shall be entitled to retain its own counsel. In the event that an Indemnity Claim is brought or made against both parties, then each party will have the Indemnitor exercises the right to be represented undertake any such defense against any such Third Party Claim as provided above, the Indemnitee shall cooperate with the Indemnitor in such defense and make available to the Indemnitor, at the Indemnitor's expense, all witnesses, pertinent records, materials and information in the Indemnitee's possession or under the Indemnitee's control relating thereto as is reasonably required by counsel at its own expensethe Indemnitor. Notwithstanding the foregoingSimilarly, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereofthe Indemnitee is, then Eagle will assume full control of directly or indirectly, conducting the defense of against any such Indemnity Claim including without limitation Third Party Claim, the settlement thereof All expenses of Indemnitor shall cooperate with the Indemnitee in such suit, claim or proceeding, including the settlement defense 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 counselIndemnitee, at all reasonable times during normal business hoursthe Indemnitee's expense, all books such witnesses, records, materials and records of information in the other party Indemnitor's possession or under the Indemnitor's control relating to thereto as is reasonably required by the Indemnitee. No such suit, claim or proceeding, and each party will render to Third Party Claim may be settled by 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 Indemnitee without 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 whatsoeverIndemnitor.

Claims. Each Eagle An Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to Person shall give the indemnifying party prompt Indemnifying Party written notice in reasonable detail of any matter upon which an Indemnified Person has determined has given or is reasonably likely to give rise to a right of indemnification under this Agreement (a “Claim Notice”), within thirty (30) Business Days of such determination; provided, however, that the failure of the Indemnified Person to timely give such notice shall not relieve the Indemnifying Party intends of its obligations under this Agreement. The Claim Notice shall set forth in reasonable detail (a) the facts and circumstances giving rise to base a such 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 proceedingindemnification, 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 all relevant supporting documentation then-available to the indemnifying party and its counselIndemnified Person, at all reasonable times during normal business hours, all books and records (b) the nature of the other party relating Losses incurred or expected to be incurred, (c) a reference to the provision(s) of this Agreement in respect of which such suitLosses have been incurred or are expected to be incurred, claim or proceeding(d) the amount of Losses actually incurred and, to the extent the Losses have not yet been incurred, a good faith estimate of the amount of Losses that could be expected to be incurred, and each party will render (e) such other information available to the Indemnified Person as may be necessary for the Indemnifying Party to determine that the limitations in this Article VIII have been satisfied or do not apply. Each Indemnifying Party to which a Claim Notice is delivered (other party than with respect to a Third Party Claim) shall use reasonable efforts to respond in writing to any Indemnified Person that has given such assistance as it may reasonably require Claim Notice (a “Claim Response”) within sixty (60) days after the receipt by the Indemnifying Party of such Claim Notice. Any Claim Response shall specify whether or not the Indemnifying Party giving the Claim Response disputes the claim described in order the Claim Notice. If the Indemnifying Party fails to ensure proper and adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the written consent so respond within sixty (60) days after delivery of the Indemnified Claim Notice, then the Indemnifying Party prior will be deemed to settlinghave irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. If, ceasing to defend or otherwise disposing within sixty (60) days after delivery of any Indemnity the Claim if as Notice, the Indemnifying Party delivers a result thereof written notice disputing the Indemnified Party would become subject Person’s entitlement to injunctive or other equitable relief or indemnification for the Losses described in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 9.14. Any indemnification payment shall be made in accordance to Section 9.4 and shall be made within five (5) business days after the date on which (i) the amount of such payments are determined by mutual agreement of the Indemnified Party would be adversely affected parties, (ii) the amount of such payments are determined pursuant to this Section 8.5 if a written response has not been timely delivered in any manner whatsoeveraccordance with this Section 8.5 both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final arbitration award having jurisdiction over such proceeding as permitted by Section 9.14 if a written response has been timely delivered in accordance with Section 8.5.

Claims. Each Eagle Indemnified If any claim (a “Third Party and Sandoz Indemnified Claim”) is made against a Party entitled to indemnification hereunder (an “Indemnified Party”) agrees that, if sustained, would give rise to give Damages to a Party (the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a claim for indemnification (an “Indemnity ClaimIndemnifying Party”) under this Article 15Agreement, the Indemnified Party shall promptly cause notice of the claim to be delivered to the Indemnifying Party along with all of the facts, information or materials relating to such claim of which the Indemnified Party is aware; provided, however, that failure to give such notification shall not affect the indemnification provided for hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. In The Indemnified Party shall deliver to the event that an Indemnity Indemnifying Party, within five (5) days 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. If a Third Party Claim is brought or made against both partiesan Indemnified Party, then each party the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, unless the Third Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnified Party and the Indemnifying Party. If the Indemnifying Party assumes such defense, 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 the foregoing, expense (except as provided in the event immediately preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such Indemnity Claim relates solely to causes covered defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by Section 15.1 hereof, then Eagle will assume full control of the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of such Indemnity any Third Party Claim including without limitation that, if sustained, would give rise to a liability of the settlement thereof All expenses of such suit, claim Indemnifying Party under this Agreement. The Parties shall cooperate in the defense or proceeding, including the settlement and the payment prosecution of any damages thereofThird Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, will be borne solely by Eagleand reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding Whether or not 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 shall have assumed the defense of such Indemnity a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle or compromise a 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 Indemnifying Party’s prior written consent (which consent shall not be borne solely by Sandozunreasonably withheld). The Indemnified Indemnifying Party will make available to the indemnifying party and its counselmay pay, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim settle 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 compromise a Third Party Claim (a) with the written consent of the Indemnified Party prior Party, not to settling, ceasing to defend be unreasonably withheld or otherwise disposing delayed or (b) without the written consent of any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business Party, so long as such settlement (i) includes an unconditional release of the Indemnified Party would be adversely affected from all liability in respect of such Third Party Claim and (ii) does not subject the Indemnified Party to any manner whatsoeverinjunctive relief or other equitable remedy.

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 this Agreement, stating in reasonable detail, the nature of the claim, a good-faith reasonable estimate of the Damage and method of computation thereof, 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 notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate in good faith the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim” and, the Claim Notice in respect thereof, an “Unliquidated Claim Notice”). If an Indemnified Party gives an Unliquidated Claim Notice, the Indemnified Party shall also give a second Claim Notice within sixty (60) days after the matter giving rise to the claim becomes finally resolved and the amount of identifiable Damages can be determined, which second Claim Notice shall specify the amount of the claim (any such second Claim Notice, together with any other Claim Notice given pursuant hereto that is not an Unliquidated Claim Notice is referred to herein as a “Liquidated Claim Notice”). Each Responsible Party to which a Liquidated Claim Notice that does not involve a Third Party Claim (as defined below) is given shall respond to any Indemnified Party that has given such Liquidated Claim Notice within 30 days (the “Response Period”) after the date on which such Liquidated Claim Notice is given. If the Responsible Party does not notify the Indemnified Party within the Response Period that the Responsible Party disputes such claim (the “Claim Dispute Notice”), the Responsible Party shall be deemed to have accepted and agreed with such claim. For the avoidance of doubt, the Representative may submit a Claim Dispute Notice on behalf of any or all of the Responsible Parties that are Sellers. If the Responsible Party has disputed a claim for indemnification (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 45 days after delivery of the Claim Dispute Notice, the Indemnified Party may thereafter pursue any legal remedies available to the Indemnified Party against the Responsible Party with respect to the unresolved claim(s) in accordance with this ARTICLE IX. (b) If a claim, action, suit or proceeding 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 15ARTICLE IX, 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 actually prejudiced thereby. In The Responsible Party shall have 45 days after receipt of such notice to assume the event 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 an Indemnity Claim as a condition to the Responsible Party’s assumption of the defense of any Third Party Claim, the Responsible Party shall acknowledge in writing to the Indemnified Party the Responsible Party’s responsibility for such Third Party Claim; provided further 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 brought reasonably contesting any such claim in good faith, the 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 that in such event it shall waive any right to indemnity therefor for such claim unless the event that Responsible Party shall have consented to such Indemnity Claim relates solely payment or settlement, such consent not to causes covered by Section 15.1 hereof, then Eagle will assume full control be unreasonably withheld or delayed. If the Responsible Party does not notify the Indemnified Party within 45 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 thereof, the settlement thereof All expenses of such suitIndemnified Party shall have the right to contest, claim settle or proceedingcompromise the claim, including the settlement and the payment Indemnified Party shall not thereby waive any right to indemnity therefor pursuant to this Agreement. Except as otherwise set forth in Section 9.3(f), the Responsible Party shall not, except with the consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, consent to the entry of any damages thereof, will be borne solely judgment or enter into any settlement that does not include as an unconditional term thereof the giving by Eagle. the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim. (c) 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 anything herein to the indemnifying party and its counselcontrary, 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 Parent, the Indemnified Sellers shall not be entitled to assume any Third Party prior Claim to settlingthe extent that: (i) any such Third Party Claim seeks, ceasing in addition to defend or otherwise disposing in lieu of monetary damages, any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief relief; (ii) the Third Party Claim results from, arises out of or relates to any criminal proceeding, action, indictment, allegation, or investigation; (iii) the business Third Party Claim involves a material supplier of a Group Company; (iv) the Third Party Claim results from, arises out of or relates to any civil or criminal or other equitable claim asserted by any Governmental Entity; or (v) Parent reasonably believes that Parent’s Damages resulting from an adverse determination of such Third Party Claim would be more than an amount equal to two times the amount of the Sellers’ indemnification obligations under this ARTICLE IX (after taking into account other claims for indemnification made by Parent Indemnified Parties and the limitations set forth in this ARTICLE IX, as applicable) (each Third Party Claim of the type described in the foregoing clauses (i) through (v), a “Prohibited Action”). If Parent consents in writing to the Sellers’ assumption of any Prohibited Action, the Sellers shall not consent to the entry of any judgment or enter into any settlement with respect to such Prohibited Action, except with the prior written consent of Parent, which shall not be unreasonably withheld or delayed. (d) With respect to Damages to which a Parent Indemnified Party is entitled hereunder that are based upon fraud, if the amount of the Escrow Funds available for payment of such Damages is less than the amount of Damages to which such Parent Indemnified Party is entitled, then, subject to the limitations contained in this ARTICLE IX, the Parent Indemnified Party shall have the right to seek payment of such Damages (x) first from the Escrow Funds to the extent available, and (y) second, directly from Sellers for the remainder of such Damages in excess of the Escrow Funds. If there shall be a dispute as to the amount or manner of indemnification under this ARTICLE IX, the Indemnified Party would and the Responsible Party may each pursue whatever legal remedies may be adversely affected available to enforce its rights under this Agreement. (e) If the Indemnified Party is a Parent Indemnified Party then, within 5 Business Days from the date on which it is finally determined that such Parent Indemnified Party became entitled to payment under Section 9.2, Parent and the Representative shall provide joint written instructions to the Escrow Agent as to the amount of funds, if any, to be disbursed from the Escrow Funds and instructions as to the manner in which such funds shall be disbursed by the Escrow Agent. (f) Notwithstanding anything herein to the contrary, Sellers shall have the right to conduct and control the defense of the Excluded Liability. Sellers shall not, except with the consent of Parent, such consent not to be unreasonably withheld or delayed, consent to the entry of any manner whatsoeverjudgment or enter into any settlement with respect to the Excluded Liability. After any full and final settlement of the Excluded Liability, if the Excluded Liability Holdback is greater than the amount for which the Excluded Liability was fully and finally settled and all Damages of Parent Indemnified Parties related to the Excluded Liability then, within 10 Business Days after such full and final settlement, Parent shall remit to the Escrow Agent the amount of such excess, to be held in escrow as part of the Escrow Funds. Any Damages recoverable by a Parent Indemnified Party under Section 9.2(a) shall be paid first from the Excluded Liability Holdback and second, if the Excluded Liability Holdback is not sufficient to pay the full amount of such Damages, from the Escrow Funds.

Claims. Each Eagle (a) All claims for indemnification by a LeukoSite Indemnified Party and Sandoz or a Note Holder Indemnified Party pursuant to this Section 14A shall be made in accordance with the provisions of this Section 14A. (“b) If a LeukoSite Indemnified Party or a Note Holder Indemnified Party has incurred or suffered Damages for which it is entitled to indemnification under this Section 14A, such LeukoSite Indemnified Party or Note Holder Indemnified Party”) agrees , as the case may be, 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 "Section 14A Claim Notice") to the Note Holders or to LeukoSite, as applicable. Each Section 14A Claim Notice shall state the amount of claimed Damages (the "Section 14A Claimed Amount"), if known, and the basis for such claim. (c) Within 20 days after delivery of a Section 14A Claim Notice, the indemnifying party under this Section 14A (the "Section 14A Indemnifying Party") shall provide to the LeukoSite Indemnified Party intends or the Note Holder Indemnified Party, as the case may be (the "Section 14A Indemnified Party"), a written response (the "Section 14A Response Notice") in which the Section 14A Indemnifying Party shall: (i) agree that all of the Section 14A Claimed Amount is owed to base the Section 14A Indemnified Party, (ii) agree that part, but not all, of the Section 14A Claimed Amount (the "Section 14A Agreed Amount") is owed to the Section 14A Indemnified Party, or (iii) contest that any of the Section 14A Claimed Amount is owed to the Section 14A Indemnified Party. The Section 14A Indemnifying Party may contest the payment of all or a portion of the Section 14A Claimed Amount only based upon a good faith belief that all or such portion of the Section 14A Claimed Amount does not constitute Damages for which the Section 14A Indemnified Party is entitled to indemnification under this Section 14A. If no Section 14A Response Notice is delivered by the Section 14A Indemnifying Party within such 20-day period, the Section 14A Indemnifying Party shall be deemed to have agreed that all of the Section 14A Claimed Amount is owed to the Section 14A Indemnified Party. (d) If the Section 14A Indemnifying Party in the Section 14A Response Notice agrees (or is deemed to have agreed) that all of the Section 14A Claimed Amount is owed to the Section 14A Indemnified Party, the Section 14A Indemnifying Party shall owe to the Section 14A Indemnified Party an amount equal to the Section 14A Claimed Amount to be paid in the manner set forth in this Section 14A. If the Section 14A Indemnifying Party in the Section 14A Response Notice agrees that part, but not all, of the Section 14A Claimed Amount is owed to the Section 14A Indemnified Party, the Section 14A Indemnifying Party shall owe to the Section 14A Indemnified Party an amount equal to the agreed amount set forth in such Section 14A Response Notice to be paid in the manner set forth in this Section 14A. (e) The Section 14A Indemnified Party shall give prompt written notification to the Section 14A Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification (an “Indemnity Claim”) under pursuant to this Article 15Section 14A may be sought; provided, however, that no delay on the part of the Section 14A Indemnified Party in notifying the Section 14A Indemnifying Party shall relieve the Section 14A 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. In Within 20 days after delivery of such notification, the event that an Indemnity Claim is brought or made against both partiesSection 14A Indemnifying Party may, then each party will have upon written notice thereof to the right to be represented by counsel at its own expense. Notwithstanding the foregoingSection 14A 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 action, suit or proceeding with counsel reasonably satisfactory to the settlement thereof All expenses Section 14A Indemnified Party, provided (i) the Section 14A Indemnifying Party acknowledges in writing to the Section 14A Indemnified Party, on behalf of the Section 14A Indemnifying Party, that any damages, fines, costs or other liabilities that may be assessed against the Section 14A Indemnified Party in connection with such action, suit or proceeding constitute Damages for which the Section 14A Indemnified Party shall be entitled to indemnification pursuant to this Section 14A, and (ii) the third party seeks monetary damages only. If the Section 14A Indemnifying Party does not so assume control of such suitdefense, claim the Section 14A Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Section 14A Indemnifying Party assumes control of such defense and the Section 14A Indemnified Party reasonably concludes that the Section 14A Indemnifying Parties and the Section 14A Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, including the settlement reasonable fees 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 counsel to the settlement and the payment Section 14A Indemnified Party shall be considered "Damages" for purposes of any damages thereof, will be borne solely by Sandozthis Agreement. 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 controlling such defense shall keep the other party relating to advised of the status of such suitaction, claim suit or proceeding, proceeding and each party will render to the defense thereof and shall consider in good faith recommendations made by the other party such assistance as it may reasonably require in order to ensure proper and adequate defense of any such suit, claim or proceedingwith respect thereto. The indemnifying party will obtain Section 14A Indemnified Party shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Section 14A Indemnifying Party, which shall not be unreasonably withheld or delayed. The Section 14A 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 Section 14A Indemnified Party, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent if, among other things, the settlement or the entry of a judgment (A) lacks a complete release of the Section 14A Indemnified Party prior to settling, ceasing to defend for all liability with respect thereto or otherwise disposing of (B) imposes any Indemnity Claim if as a result thereof liability or obligation on the Section 14A 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).

Claims. Each Eagle Promptly after an Indemnified Party and Sandoz has received notice of or has knowledge of any claim (a "Claim") by a person not a party to this Agreement (a "Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified Party (“Indemnified Party”) agrees shall, as a condition precedent to a Claim with respect thereto for indemnification under this Article XIII, give the indemnifying party prompt Indemnifying Party (or with respect to notice to any Stockholder, to the Stockholders' Representative) reasonably detailed written notice of any matter upon which such Claim or the commencement of such action or proceeding; provided, however, that the failure to give such notice will not affect the Indemnified Party's right to indemnification hereunder with respect to such Claim except to the extent that the Indemnifying Party has been actually prejudiced as a result of such failure. If the Indemnifying Party notifies the Indemnified Party intends within thirty (30) days from the receipt of the foregoing notice that he or it wishes to base a defend against the claim for indemnification (an “Indemnity Claim”) under this Article 15. In by the event that an Indemnity Claim is brought or made against both partiesThird Person, then each party will 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 and control of the defense of the claim by appropriate proceedings with counsel reasonably acceptable to the Indemnified Party for 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 Sandozdefense. The Indemnified Party will make available to may participate in the indemnifying party and its counseldefense, at all reasonable times during normal business hoursits sole expense, 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 suitClaim for which the Indemnifying Party shall have assumed the defense pursuant to the preceding sentence, claim provided that counsel for the Indemnifying Party shall act as lead counsel in all matters pertaining to the defense or proceedingsettlement of such claims, suits or proceedings. The indemnifying party will obtain Neither the Indemnified Party nor the Indemnifying Party shall make any settlement with respect to any such Claim without the prior written consent of the Indemnified Party prior to settlingother, ceasing to defend which consent shall not be unreasonably withheld 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 Indemnified Party and Sandoz Indemnified In the event that either Party (the “Indemnified Party”) agrees has a claim or in the event that any claim or demand for which the other Party (the “Indemnifying Party”) would be liable to give the indemnifying Indemnified Party is asserted against or sought to be collected by a third party prompt written (“Claims”), the Indemnified Party shall promptly notify the Indemnifying Party of such Claim specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”), provided that the failure to promptly notify the Indemnifying Party shall not operate to waive, reduce or extinguish the Indemnified Party’s rights hereunder unless and to the extent such failure prejudices the Indemnifying Party. The Indemnifying Party shall have 10 Business Days from its receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Claim and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such Claim; provided, however, that the Indemnified Party is authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests; provided further, that the Indemnified Party shall use its reasonable efforts to provide the Indemnifying Party with notice of any matter upon which such Indemnified Party intends filing and an opportunity to base a claim for indemnification (an “Indemnity Claim”) under this Article 15comment on such filing. In the event that an Indemnity Claim is brought or made the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute such liability and desire to defend against both partiessuch Claim, then each party will except as provided below, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be represented by counsel at its own expense. Notwithstanding the foregoing, promptly settled or prosecuted to a final conclusion in the event that such Indemnity Claim relates solely a manner as 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 avoid 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 risk of the Indemnified Party prior becoming subject to settling, ceasing to defend or otherwise disposing of liability for any Indemnity Claim if as a result thereof other matter. If the Indemnified Party would become subject desires to injunctive participate in, but not control, any such defense or other equitable relief settlement it may do so at its sole cost and expense. If, in the reasonable opinion of the Indemnified Party, any such Claim involves an issue or matter that could have an adverse effect on the business business, operations, assets, properties or prospects of the Indemnified Party would or an Affiliate of the Indemnified Party, the Indemnified Party shall have the right to control the defense or settlement of any such Claim, and its reasonable costs and expenses shall be adversely affected in included as part of the indemnification obligations of the Indemnifying Party under this Article XI. If the Indemnifying Party disputes its liability with respect to such Claim or elects not to defend against such Claim, whether by not giving timely notice as provided above or otherwise, then the amount of any manner whatsoeversuch Claim, or, if the same be contested by the Indemnifying Party, then that portion of such Claim as to which such defense is unsuccessful, shall be conclusively deemed to be a liability of the Indemnifying Party under this Agreement (subject, if the Indemnifying Party has timely disputed liability, to a determination that the disputed liability is covered by these indemnification provisions). Nothing herein shall be deemed to prevent the Indemnified Party from making a Claim hereunder for potential or contingent Claims provided the Claim Notice sets forth the specific basis for any such potential or contingent Claim and the estimated amount of a Claim to the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a Claim will be made.

Claims. Each Eagle (a) The obligation of an Indemnifying Party under this Article VI is conditioned on the Indemnified Party and Sandoz Indemnified making a written claim for indemnification against the Indemnifying Party within the applicable time periods as described in Section 6.1; provided, however that an indemnification claim for which written notice has been given pursuant to this Article VI prior to the expiration of the applicable time period shall survive until the final determination or settlement of that claim. (“b) When a party seeking indemnification under Sections 6.2 or 6.3 (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 (which notice must be delivered within the applicable time period as described in Section 6.1) to the other party or parties (the "Indemnifying Party"), which written notice shall reasonably indicating (to the extent known) the nature of such claims, the basis thereof and, if 1. Upon notice from the Indemnified Party, the Indemnifying Party may, but shall not be required to, assume the defense of any such Third Party Claims, 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 costs or expenses of legal counsel of the Indemnified Party thereafter incurred in connection with such defense. 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, conditioned, 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 Claims within 30 days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claims. If an “Indemnity Claim”) under this Article 15. In Indemnifying Party does not, within 30 days after the event that an Indemnity Claim 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 Claims, the Indemnifying Party shall be deemed to have waived rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claims because of the failure of the Indemnifying Party to do so in accordance with this Section 6.4, 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 suitdefense. The Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), unless the sole relief granted was equitable relief for which the Indemnifying Party would have no liability or to which the Indemnifying Party would not be subject. Assumption by an Indemnifying Party of control of any such defense, compromise or settlement shall not be determined a waiver by it of its right to challenge its obligation to indemnify the Indemnified Party. The parties hereto shall cooperate in all reasonable respects with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, demand referred to 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 whatsoeverthis Article VI.

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 the Indemnified Party would be adversely affected in any manner whatsoever.rights and licenses granted

Claims. Each Eagle Indemnified Party and Sandoz Indemnified 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, of if such settlement results in any admission of liability or wrongdoing. Without limiting the foregoing, in the event that of any Claim or threatened Claim of infringement involving a portion of any Software and/or Services provided by Synacor, Synacor may (at Synacor’s option) (i) procure the right or license for Client to continue to use and otherwise exploit in accordance with the terms hereof such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control portion of the defense Software and/or Services on commercially reasonable license terms; or (ii) 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 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 parts of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suitSoftware and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not commercially reasonable, claim either Synacor 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 Verizon 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 terminate this Agreement or the business of the Indemnified Party would be adversely affected in any manner whatsoeverrights and licenses granted hereunder. 9.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party If any Buyer Indemnitee or Seller Indemnitee (each a “Indemnifying Party”), as the case may be, claim to be entitled to any indemnification provided for under Section 4 (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 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 must notify the Indemnifying Party in writing of any Indemnity Claim if as a result thereof such claim promptly after receipt by the Indemnified Party would become subject to injunctive or other equitable relief or the business of knowledge of such claim (“Claim Notice”), and the Indemnified Party would shall deliver to the Indemnifying Party, within thirty (30) days after receipt by the Indemnified Party, copies, of all notices relating to the Claim Notice. Such Claim Notice shall contain, with respect to each claim, such facts and information as are then reasonably available, the estimated amount of Losses, if reasonably practicable, and the basis for indemnification hereunder; provided, however, that the failure to give a Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is otherwise materially prejudiced by such failure (and then only to the extent of such prejudice). If the Indemnified Party and the Indemnifying Party agree in writing to the validity of a claim set forth in a Claim Notice and the amount of Losses associated therewith, or if the Indemnifying Party does not notify the Indemnified Party of its objection to the validity of a claim set forth in a Claim Notice or the amount of Losses associated therewith as set forth in such Claim Notice within thirty (30) days after the Indemnified Party’s delivery of such Claim Notice, then the validity of such claim and the amount of such Losses will be adversely affected deemed final and undisputed, and, no later than five (5) Business Days thereafter, subject to Section 4.9, Section 4.11 and the other provisions of this Section 4, the Indemnifying Party shall pay to the Indemnified Party, by wire transfer of immediately available funds in any manner whatsoeveraccordance with a certificate executed by the Indemnified Party and delivered to the Indemnifying Party, certifying the wire instructions for the account to which such payment should be made, the amount of such Losses. If the Indemnifying Party notifies the Indemnified Party of its objection to the validity of a claim set forth in a Claim Notice or the amount of Losses associated therewith as set forth in such Claim Notice within thirty (30) days after the Indemnified Party’s delivery of such Claim Notice and the Indemnified Party and the Indemnifying Party are not able to agree in writing to the validity of such claim or the amount of such Losses, either party may bring an Action to resolve such dispute in accordance with Section 8.9. A “Final Determination” of a claim will be deemed to have been made if, in each case, under the terms and limitations of this Section 4 (i) the Indemnified Party(ies) and the Indemnifying Party(ies) agree in writing as to the amount of such claim to which the Indemnified Party(ies) is entitled, or (ii) a final Order of a court of competent jurisdiction (the time for appeal having expired and no appeal having been taken) is issued or entered into specifying the amount of such claim to which the Indemnified Party(ies) is entitled.

Claims. Each Eagle (a) Any party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is requested (the "Indemnifying Party") written notice as promptly as practicable after the Indemnified Party has received notice or knowledge of the matter that has given or could give rise to a right of indemnification under this Agreement. Such notice shall state the amount of Losses, if known, and Sandoz the method of computation thereof, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed. (b) With respect to any Losses arising from any third party claim (a "Third Party Claim"), the Indemnified Party (“Indemnified Party”) agrees to shall give the indemnifying party prompt Indemnifying Party written notice as promptly as practicable after receiving notice of any matter upon which such Third Party Claim. The failure of the Indemnified Party intends to base notify the Indemnifying Party in a timely manner of the claim for to which the indemnification (an “Indemnity Claim”) under set forth in this Article 15Section relates shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby. In the event that an Indemnity Claim is brought or made against both parties, then each party will The Indemnifying Party shall have the right right, upon notice to the Indemnified Party within thirty (30) days after the receipt of any such notice, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; in such case, the Indemnified Party shall be represented by permitted, at its option, to participate in the defense of any such Third Party Claim with counsel of its own choosing and at its own expense. Notwithstanding If the foregoing, in the event that such Indemnity Claim relates solely Indemnifying Party does not elect to causes covered by Section 15.1 hereof, then Eagle will assume full and 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 hereofThird Party Claim, then Sandoz will the Indemnified Party may, at its option, elect to assume full and control such defense at the expense of the Indemnifying Party and through counsel of the Indemnified Party's choice. If the Indemnifying Party exercises its right to undertake the defense of any such Indemnity Third Party Claim including without limitation as provided above, 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 and make available to the indemnifying party Indemnifying Party all pertinent records, materials and information in its counselpossession or under its control as is reasonably requested by the Indemnifying Party. Similarly, at if the Indemnified Party is, directly or indirectly, conducting the defense of any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party and make available to it all reasonable times during normal business hourssuch records, all books materials and records information in the Indemnifying Party's possession or under its control relating thereto as is reasonably requested by the Indemnified Party. No Third Party Claim may be settled by the Indemnifying Party or the Indemnified Party without the written consent, not to be unreasonably withheld, of the other party relating to party; provided, however, that if such suit, claim or proceeding, settlement involves the payment of money only 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 is totally indemnified for such payment and the Indemnified Party would become subject refuses to injunctive or other equitable relief or consent thereto, the business of the Indemnified Indemnifying Party would shall cease to be adversely affected in any manner whatsoeverobligated with respect to such Third Party Claim.

Claims. Each Eagle Indemnified Party and Sandoz Indemnified Party When a party seeking indemnification under Sections 12.2 or 12.3 (“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 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 and except as specifically provided below, 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), 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 12.4, 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 as they are incurred. 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 suiteffected without its prior written consent (which consent shall not be unreasonably withheld or delayed), claim unless the sole relief granted was equitable relief for which it would have no liability or proceeding, including the settlement and the payment of any damages thereof, will to which it would not be borne solely by Sandozsubject. The Indemnified Party will make available to may participate in defense of a Third Party Claim (which has been assumed by the indemnifying party and its Indemnifying Party) through the Indemnified Party's own counsel, but at all reasonable times during normal business hours, all books and records its own expense unless (i) the employment of such counsel has been specifically authorized in writing by the other party relating to Indemnifying Party or (ii) the named parties in 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 Third Party Claim include both the Indemnified Party prior to settling, ceasing to defend or otherwise disposing of any Indemnity Claim if as a result thereof and the Indemnifying Party and such Indemnified Party has been advised in writing by its counsel that there may be conflicting interests between the Indemnified Party would become subject and the Indemnifying Party in the legal defense of such Third Party Claim. In connection with any Environmental Matter, the party defending against the claim shall use all reasonable efforts to injunctive or other equitable relief or obtain for the business of the Indemnified Party would be adversely affected in non-defending party any manner whatsoeverapplicable contribution protection.