Common use of Control of Defense Clause in Contracts

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such Damages to the extent resulting from, or arising out of, such Third-Party-Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such Liabilities to the extent resulting from, or arising out of, such Third-Party-Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense, and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim, and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.6(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.6(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified PartyIndemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such Damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the no xxxx from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Person seeking indemnification in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's such claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified indemnified Party.

Control of Defense. At its optionPromptly upon learning of any grounds that may reasonably and foreseeably lead to a claim under any provision of this Agreement, which provision provides for indemnification of one party by another (a “Potential Indemnity Claim”) by any party hereto (the “Indemnified Party”) against the other party hereto (the “Indemnifying Party”), the indemnifying Indemnified Party may assume shall promptly notify the Indemnifying Party of such grounds in writing, provided that the Indemnifying Party can provide evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has the financial ability to satisfy the Potential Indemnity Claim, the Indemnifying Party shall have the right, but not the obligation, to defend, contest and control the defense of any Third such Potential Indemnity Claim, including choosing counsel and controlling any settlement of the Potential Indemnity Claim, provided, however, the Indemnifying Party shall not compromise or settle any Potential Indemnity Claim by giving without the prior written notice to consent of the Indemnified Party, unless such compromise or settlement does not admit liability or culpability of the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of and includes an Indemnification Claim Notice. The assumption unconditionally release from liability of the Indemnified Party. If, at any time prior to the conclusion of such defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment or contest, there are reasonable grounds to believe that the indemnifying Indemnifying Party is liable does not have the financial ability to indemnify any indemnified Party in respect of satisfy the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Potential Indemnity Claim, the Indemnified Party shall immediately deliver have the right to assume control of such defense or contest, including replacing counsel and controlling any settlement. If the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with reasonably demonstrates the Third Party Claim. Should financial ability to satisfy the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to Potential Indemnity Claim but requests the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with to control the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claimcontest, the Indemnified Party shall reimburse contest any Potential Indemnity Claim in good faith and shall forebear from compromising or settling any Potential Indemnity Claim without the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense prior written consent of the Third Party Claim with respect to such Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise, subject to Section 7.09(e)), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any Liabilities to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 7.09(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 7.09(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its optionAs a condition precedent to any indemnification obligations hereunder, the indemnifying Party may assume the defense of any Third Party Claim by giving entity entitled to indemnification under this Article 9 shall give written notice to the Indemnified indemnifying Party within thirty (30) days of any Claims that may be subject to indemnification, promptly after learning of such Claim, provided that, no delay in giving or failure to give notice by the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third indemnified Party Claim by to the indemnifying Party shall not of any Claims that may be construed as an acknowledgment subject to indemnification under this Agreement will adversely affect any of the other rights or remedies that the indemnified Party has under this Agreement, or alter or relieve the indemnifying Party of its obligation to indemnify the indemnified Party, except to the extent that the indemnifying Party is liable to indemnify any indemnified Party in respect prejudiced thereby. If such Claim falls within the scope of the Third Party Claimindemnification obligations of this Article 9, nor shall it constitute a waiver by then the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party, provided that, in the case of a Third Party Claimconflict of interest, the indemnified Party may be represented by separate counsel of its choosing at the indemnifying Party’s expense. The indemnified Party shall cooperate with the indemnifying Party in such defense. Except in the case of a conflict as provided above, the indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal litigation costs or expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnified Party without the indemnifying Party’s written consent, which consent shall not be unreasonably withheld. The indemnifying Party in its defense shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the Third rights granted to the indemnified Party Claim with respect to such Indemnified Partyunder this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim Claim, except for any Third Party Infringement Claim, the procedures for which are set forth in Section 8.6.2, by giving written notice to notifying the Indemnified Party in writing within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice; provided that if the interests of the applicable Indemnified Party and any AbbVie Indemnitee or Morphic Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable Law, ethical rules or equitable principles, the Indemnifying Party shall control its defense and the Indemnified Party shall control the defense of the AbbVie Indemnitees or the Morphic Indemnitees, as applicable. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party AbbVie Indemnitee or Morphic Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's an AbbVie Indemnitee’s or Morphic Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party reasonably acceptable to the Indemnified Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party ClaimClaim as provided in this Section 11.3.2, the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party AbbVie Indemnitee or Morphic Indemnitee, as applicable, in connection with the such Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in this Section 11.3.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any AbbVie Indemnitee or Morphic Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party AbbVie Indemnitee or Morphic Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 12.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.[***]

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim Claims by giving written notice to the Indemnified Party within thirty (30) […***…] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The ; provided that the assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's claim for indemnification’s Claim. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party such Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (c) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense defense, or settlement of the Third Party such Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated obliged to indemnify, defend defend, or hold harmless an Indemnified Party from and against the Third Party any Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Loss incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 14.5(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.[***]

Control of Defense. At In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its optionindemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the indemnifying Indemnifying Party may to assume direction and control of the defense of any Third Party Claim by giving written notice the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. If the Indemnifying Party does not assume control of such defense within 15 days after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including reasonable and documented attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Noticeany invoice therefor from the Indemnified Party. The assumption Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense of a Third Party Claim thereof and shall consider recommendations made by the indemnifying other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be construed as an acknowledgment that the indemnifying unreasonably withheld, delayed or conditioned. The Indemnifying Party is liable shall not agree to indemnify any indemnified Party settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party from all original notices and documents (including court papers) received by liability with respect thereto, that imposes any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to liability or obligation on the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred that acknowledges fault by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse without the indemnifying prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such claims, with each Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by retaining the indemnifying right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of the Third Party Claim with respect to such Indemnified Partyunderlying claim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party party shall not be construed as an acknowledgment that the indemnifying Party party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Partyparty. In the event the indemnifying Party party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party party assume the defense of a Third Party Claim, the indemnifying Party party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At As its option, the indemnifying Party Indemnitor may then assume the defense responsibility for and shall have full control of any Third Party Claim such matter by giving written notice to the Indemnified Party Claimant within thirty (30) days after the indemnifying Party's Indemnitor’s receipt of an Indemnification Claim Noticenotice from Claimant. The assumption of the defense of a Third Party Claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party Claimant in respect of the Third Party Claimclaim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's Claimant’s claim for indemnification. Upon assuming the defense of a Third Party Claimclaim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitor. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claimclaim, the Indemnified Party Claimant shall immediately deliver to the indemnifying Party Indemnitor all original notices and documents (including court papers) received by any indemnified Party Claimant in connection with the Third Party Claimclaim. Should the indemnifying Party Indemnitor assume the defense of a Third Party Claimclaim, the indemnifying Party except as provided below, Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Claimant for any legal expenses subsequently incurred by such indemnified Party Claimant in connection with the analysis, defense or settlement of the Third Party Claimclaim. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party Claimant from and against the Third Party Claimclaim, the Indemnified Party Claimant shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party claims incurred by the indemnifying Party Indemnitor in its defense of the Third Party claim. Without limiting the foregoing, any Claimant shall be entitled to participate in, but not control, the defense of such Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at Claimant’s own expense unless (a) the employment thereof has been specifically authorized by Indemnitor in writing, (b) Indemnitor has failed to assume the defense and employ counsel in accordance with this Section 14.4.2 (in which case Claimant shall control the defense) or (c) the interests of Claimant and Indemnitor with respect to such Indemnified PartyClaim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable law, ethical rules or equitable principles.

Control of Defense. At Subject to any insurer’s rights pursuant to any Policies of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim as provided in this Section 5.5(b) or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 5.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third such Third-Party Claim. Should Notwithstanding anything herein to the indemnifying contrary, to the extent a Third-Party assume the defense of Claim involves or would reasonably be expected to involve both an Xxxx Liability and Parent Liability (collectively, a Third “Shared Third-Party Claim”), Parent shall have the indemnifying sole right to defend and control such portion of any Action relating to such Third-Party shall not be liable Claim to the Indemnified extent it relates to a Parent Liability, and Xxxx shall have the sole right to defend and control such portion of any Action relating to such Third-Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with Claim to the analysisextent it relates to an Xxxx Liability. For the avoidance of doubt, defense or settlement of the Third “Shared Third-Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party ” shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Partyinclude those matters set forth on Schedule 5.5(b).

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an applicable Indemnification Claim NoticeNotice is delivered to the Indemnifying Party. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify the Indemnified Party or any indemnified Party of its Indemnitees in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s, or its Indemnitee’s, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel reasonably selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party or any indemnified Party of its Indemnitees in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.3.2(b), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party of its Indemnitees for any legal expenses subsequently incurred by such indemnified Indemnified Party or Indemnitee(s) in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately judicially determined (in a final, non-appealable decision) or otherwise agreed by the Parties, that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party or any of its Indemnitee(s) from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all actual costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred actually paid by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyParty or such Indemnitee(s).

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.5(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.[***]

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (i) the Third Party Claim solely seeks monetary damages and (ii) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (i) and (ii), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party ClaimClaim (except as provided in the immediately prior sentence), nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (i) the Third Party Claim solely seeks monetary damages and (ii) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (i) and (ii), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At Subject to any insurer’s rights pursuant to an Insurance Policy of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim as provided in this Section 4.5(b) or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third such Third-Party Claim. Should Notwithstanding anything herein to the indemnifying contrary, to the extent a Third-Party assume Claim involves or would reasonably be expected to involve both an SRM Liability and the defense of Company Liability (collectively, a Third “Shared Third-Party Claim”), the indemnifying Company shall have the sole right to defend and control such portion of any Action relating to such Third-Party shall not be liable Claim to the Indemnified Party or extent it relates to a the Company Liability, and SRM shall have the sole right to defend and control such portion of any other indemnified Party for any legal expenses subsequently incurred by Action relating to such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Third-Party Claim with respect to such Indemnified Partythe extent it relates to an SRM Liability.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Section 9 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 14.5(a), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice; provided that the indemnifying Party expressly agrees to defend the claim against the Indemnified Party with respect to such Third Party Claim. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. in Section 13.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all [***] costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Section 13 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Person seeking indemnification in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's such claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party party for any legal expenses subsequently incurred by such indemnified Party party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to such counsel and a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately will as soon as possible deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided that the indemnifying Party expressly agrees to indemnify the Indemnified Party with respect to such Third Party Claim. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3.3 (Indemnification Procedures; Right to Participate in Defense), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Article 8 (INDEMNITY) in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party such Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. Page 56 of 84 The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to Section 8.3(b)(ii), if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an a Salix Indemnified Party or Glenmark Indemnified Party, as applicable, from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Salix Indemnified Party or Glenmark Indemnified Party, as applicable.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 7.3(c), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred Claim unless specifically requested in writing by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its optionAny entity entitled to indemnification under this Article 12 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses (provided, however, that any failure or delay to notify shall not excuse any obligation of the indemnifying party except to the extent such party is actually prejudiced thereby), and the indemnifying party shall assume (and have control over) the defense of such Losses with counsel reasonably satisfactory to the indemnified party and the indemnified party shall reasonably cooperate (at the indemnifying party’s reasonable expense). If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying Party may assume the defense of party will not settle any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Losses without the indemnified party’s prior written consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. For clarity, the indemnified party may freely withhold its consent to a settlement of a claim with respect to Losses if (a) such settlement does not include a complete release from liability of the indemnified party or if such settlement would involve undertaking an obligation (including the payment of money by an indemnified party), (b) would bind or impair the indemnified party or (c) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified party or this Agreement is invalid, narrowed in scope or unenforceable. The indemnified party shall not settle or compromise any claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.6, at its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Forest Indemnitee’s or Xxxxxxx Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 10.2.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Forest Indemnitee’s or Xxxxxxx Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the such Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the such Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 8.2.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified the Indemnified Party or any Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold save harmless an Indemnified Party a Forest Indemnitee or Xxxxxxx Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified PartyIndemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3.3, the indemnifying Party shall not be liable *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred Claim unless specifically agreed in writing by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3(c), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At Subject to any insurer’s rights pursuant to any Policies of any of Post, BellRing Inc. or BellRing LLC, as applicable, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third Party Claim and (C) the Indemnitee shall have the right to assume the defense of any such Third Party Claim by giving written notice to the Indemnified Party within Claim. Within thirty (30) days after the indemnifying Party's receipt of a notice from an Indemnification Claim Notice. The assumption of Indemnitee in accordance with Section 5.5(a) (or sooner, if the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense nature of the Third Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third Party Claim and specifying any legal counsel selected by reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third Party Claim as provided in this Section 5.5(b) or fails to notify an Indemnitee of its election within thirty (30) days (or such earlier period as provided herein) after receipt of the indemnifying Party. In notice from an Indemnitee as provided in Section 5.5(a), then the event Indemnitee that is the indemnifying subject of such Third Party assumes Claim shall be entitled to continue to conduct and control the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the such Third Party Claim. Should Notwithstanding anything herein to the indemnifying Party assume contrary, to the defense of extent a Third Party ClaimClaim involves or would reasonably be expected to involve both a BellRing Liability and a Post Liability (collectively, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the a “Shared Third Party Claim. In ”), Post shall have the event that it is ultimately determined that the indemnifying Party is not obligated sole right to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for control such portion of any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Action relating to such Third Party Claim with respect to the extent it relates to a Post Liability, and BellRing LLC shall have the sole right to defend and control such portion of any Action relating to such Indemnified PartyThird Party Claim to the extent it relates to a BellRing Liability.

Control of Defense. At Subject to any third party insurer’s rights pursuant to any insurance policies of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within fourteen (14) days after the receipt of a notice from an Indemnitee in accordance with Section 9.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim as provided in this Section 9.5(b) or fails to notify an Indemnitee of its election within thirty fourteen (3014) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 9.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein to the contrary, to the extent a Third Third-Party Claim involves or would reasonably be expected to involve (I) both a Corebridge Liability and an AIG Liability (collectively, a “Shared Third-Party Claim”), AIG shall have the sole right to defend and control such portion of any Action relating to such Third-Party Claim to the extent it relates to an AIG Liability, and Corebridge shall have the sole right to defend and control such portion of any Action relating to such Third-Party Claim to the extent it relates to a Corebridge Liability, or (II) an Action by or against a Governmental Authority, the indemnifying Indemnifying Party shall not be construed as an acknowledgment that have the indemnifying Party is liable right to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third elect to defend (and seek to settle or compromise) such Third-Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver pursuant to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Partythis Section 9.5(b).

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3(c), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred Claim unless specifically requested in writing by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [*] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Sanofi Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Sanofi Indemnitee or Licensee Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At Subject to any insurer’s rights pursuant to any Policies of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the indemnifying Indemnifying Party may shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of any Third such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of the Third-Party Claim by giving so requires), the Indemnifying Party shall provide written notice to the Indemnified Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim as provided in this Section 5.5(b) or fails to notify an Indemnitee of its election within thirty (30) days after the indemnifying Party's receipt of the notice from an Indemnification Indemnitee as provided in Section 5.5(a), then the Indemnitee that is the subject of such Third-Party Claim Notice. The assumption of shall be entitled to continue to conduct and control the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third such Third-Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice[***]. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Genzyme Indemnitee or X4 Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Genzyme Indemnitee’s or a X4 Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Genzyme Indemnitee or X4 Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Genzyme Indemnitee or X4 Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Genzyme Indemnitee or X4 Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [**] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its optionThe Indemnitee hereby grants the Indemnitor the right to assert sole management and control, at the indemnifying Party may assume Indemnitor’s sole expense, of the defense of any such Third Party Claim and its settlement; provided, however, that the Indemnitor shall not settle any such Third Party Claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by giving written notice to the Indemnified Party within thirty (30) days after Indemnitee), would bind or impair the indemnifying Party's receipt Indemnitee, or includes any admission of an Indemnification Claim Noticewrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable. The assumption assertion of the defense of a Third Party Claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party the Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitor, which shall be reasonably acceptable to the Indemnitee. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party except as provided in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claimthis Section 10.2.2, the indemnifying Party Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Party Indemnitee in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnitor. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party the Indemnitee from and against the Third Party Claim, the Indemnified Party Indemnitee shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party Indemnitor in its defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: (a) the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, (b) the Indemnitor has failed to assume the defense and employ counsel in accordance with respect this Section 10.2.2 (in which case, the Indemnitee shall control the defense), (c) there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or (d) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such Indemnified Partyseparate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor.

Control of Defense. At its option, the indemnifying The Indemnifying Party may shall assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's a Sanofi Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 11.4.2 (Right to Participate in Defense), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Sanofi Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a Sanofi Indemnitee or Licensee Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [****] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 12.4.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this ARTICLE 12 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party Party, may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified PartyIndemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (b) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suitsuit and the Indemnified Party’s expenses as described in clause (e) below) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [**] days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to Section 9.3(c), if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an a Intercept Indemnified Party or PharmaZell Indemnified Party, as applicable, from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Intercept Indemnified Party or PharmaZell Indemnified Party., as applicable. ​

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 10.3.3 (Right to Participate in Defense), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense defense, or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend defend, or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 14.5(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.[***]

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 16.6(d)(ii) the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to such counsel and a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) calendar days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty [***] (30[***]) days after of the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Eisai Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's an Eisai Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Exxxx Xxxxxxxxxx or Licensee Indemnitee, as applicable, in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Eisai Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the Third Party Claim, unless the incurrence of such legal expenses by the Indemnified Party or Eisai Indemnitee or Licensee Indemnitee, as applicable, is specifically requested in writing by the indemnifying Party; provided that the indemnifying Party is diligently pursuing the defense or settlement of such Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Eisai Indemnitee or Licensee Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim Losses by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim Loss by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party ClaimLoss, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party ClaimLoss, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim Loss any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party ClaimLoss, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Loss. Subject to clause (c) below, if the Indemnifying Party Claim. Should the indemnifying Party assume assumes the defense of a Third Party ClaimLoss, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimLoss. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party ClaimLoss, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim Loss with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified PartyIndemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying 21 121 Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Allergan Indemnitee or Licensee Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's an Allergan Indemnitee’s or a Licensee Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnifying Party to which the Indemnified Party does not reasonably object. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Allergan Indemnitee or Licensee Indemnitee, as applicable, in connection with the such Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Sections 9.4.2 and 9.4.4, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Allergan Indemnitee or Licensee Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [***] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly, but in no event more than [***] Business Days, deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Article 8 in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its optionThe Indemnitee hereby grants the Indemnitor the right to assert sole management and control, at the indemnifying Party may assume Indemnitor’s sole expense, of the defense of any such Third Party Claim and its settlement; provided, however, that the Indemnitor shall not settle any such Third Party Claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by giving written notice to the Indemnified Party within thirty (30) days after Indemnitee), would bind or impair the indemnifying Party's receipt Indemnitee, or includes any admission of an Indemnification Claim Noticewrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable. The assumption assertion of the defense of a Third Party Claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party the Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitor. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party except as provided in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claimthis Section 10.2.2, the indemnifying Party Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Party Indemnitee in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically agreed to in writing by the Indemnitor. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party the Indemnitee from and against the Third Party Claim, the Indemnified Party Indemnitee shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party Indemnitor in its defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: (a) the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, (b) the Indemnitor has failed to assume the defense and employ counsel in accordance with respect this Section 10.2.2 (in which case, the Indemnitee shall control the defense), (c) there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or (d) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such Indemnified Partyseparate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this Section 10.2.2, [***].

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty fourteen (3014) days after the indemnifying Indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party MDCO Indemnitee or AstraZeneca Indemnitee, as applicable, in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnificationindemnification by any MDCO Indemnitee or AstraZeneca Indemnitee, as applicable. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the such Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible, the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party MDCO Indemnitee or AstraZeneca Indemnitee, as applicable, in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party a MDCO Indemnitee or AstraZeneca Indemnitee, as applicable, from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyMDCO Indemnitee or AstraZeneca Indemnitee, as applicable.

Control of Defense. At its option, the indemnifying Party party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party party shall not be construed as an ***Confidential Treatment Requested acknowledgment that the indemnifying Party party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party party of any defenses it may assert against any indemnified Party's Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Partyparty. In the event the indemnifying Party party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party party all original notices and documents (including without limitation, court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party party assume the defense of a Third Party Claim, the indemnifying Party party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party party is not obligated to indemnify, defend or hold harmless an Indemnified Party Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party party for any and all costs and expenses (including without limitation, attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party party in its defense of the Third Party Claim with respect to such Indemnified PartyIndemnitee.

Control of Defense. At its optionThe Indemnitee hereby grants the Indemnitor the right to assert sole management and control, at the indemnifying Party may assume Indemnitor’s sole expense, of the defense of any such Third Party Claim and its settlement; provided, however, that the Indemnitor shall not settle any such Third Party Claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by giving written notice to the Indemnified Party within thirty (30) days after Indemnitee), would bind or impair the indemnifying Party's receipt Indemnitee, or includes any admission of an Indemnification Claim Noticewrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable. The assumption assertion of the defense of a Third Party Claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party the Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitor, which shall be reasonably acceptable to the Indemnitee. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents except as provided in this Section 10.2.2 (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense Control of a Third Party ClaimDefense), the indemnifying Party Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Party Indemnitee in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnitor. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party the Indemnitee from and against the Third Party Claim, the Indemnified Party Indemnitee shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party Indemnitor in its defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: (a) the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, (b) the Indemnitor has failed to assume the defense and employ counsel in accordance with respect this Section 10.2.2 (Control of Defense) (in which case, the Indemnitee shall control the defense), (c) there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or (d) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such Indemnified Partyseparate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor.

Control of Defense. At its option, The Indemnifying Party shall have the indemnifying Party may right to assume the defense of (and the obligation to do so if requested by the Indemnified Party) any Third Party Claim at its sole costs and expenses by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 8.3.3 (Right to Participate in Defense), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In If the event that it is ultimately determined that Parties cannot agree upon the indemnifying Party is not obligated application of Sections 8.1 and 8.2 to indemnify, defend or hold harmless an Indemnified Party from and against the applicable Third Party Claim, then each Party may conduct its own defense thereof and reserves the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense right to claim indemnity hereunder upon resolution of the underlying Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the The indemnifying Party may shall have the right to assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an ​ ​ acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.3(c), the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an indemnify the Indemnified Party from and against the such Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable and verifiable costs and expenses (including attorneys' attorney’s fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Section 11.3(b) in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify indemnity any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party, unless the Indemnified Party provides an opinion of its counsel that there is a conflict of interest between the indemnifying Party and the Indemnified Party, in which case the counsel selected by the Indemnified Party (if any) shall act as lead counsel. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suitdefense and settlement and reasonably attorney’s fees) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the The indemnifying Party may party shall assume the defense of any Third Party Claim by giving written notice to the Indemnified Party indemnified party within thirty (30) days after the indemnifying Party's party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party party shall not be construed as an acknowledgment that the indemnifying Party party is liable to indemnify any indemnified Party party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party party of any defenses it may assert against any indemnified Party's party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by reasonably acceptable to the indemnifying Partyindemnified party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party The indemnified party shall immediately deliver to the indemnifying Party party all original notices and documents (including court papers) received by any indemnified Party party in connection with the Third Party Claim. Should Once the indemnifying Party assume party assumes the defense of a Third Party Claimthe third party, the indemnifying Party party shall not be liable to the Indemnified Party indemnified party or any other indemnified Party party for any legal expenses subsequently incurred by such indemnified Party party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party party is not obligated to indemnify, defend or hold harmless an Indemnified Party indemnified party from and against the Third Party Claim, the Indemnified Party indemnified party shall reimburse the indemnifying Party party for any and all reasonable costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses losses incurred by the indemnifying Party party in its defense of the Third Party Claim with respect to asserted against the indemnified party and the indemnified party shall be exclusively liable for such Indemnified Partylosses and defense of such claim.

Control of Defense. At As its option, the indemnifying Party Indemnitor may then assume the defense responsibility for and shall have full control of any Third Party Claim such matter by giving written notice to the Indemnified Party Claimant within thirty (30) [*] days after the indemnifying Party's Indemnitor’s receipt of an Indemnification Claim Noticenotice from Claimant. The assumption of the defense of a Third Party Claim claim by the indemnifying Party Indemnitor shall not be construed as an acknowledgment that the indemnifying Party Indemnitor is liable to indemnify any indemnified Party Claimant in respect of the Third Party Claimclaim, nor shall it constitute a waiver by the indemnifying Party Indemnitor of any defenses it may assert against any indemnified Party's Claimant’s claim for indemnification. Upon assuming the defense of a Third Party Claimclaim, the indemnifying Party Indemnitor may appoint as lead counsel in the defense of the Third Party Claim claim any legal counsel selected by the indemnifying PartyIndemnitor. In the event the indemnifying Party Indemnitor assumes the defense of a Third Party Claimclaim, the Indemnified Party Claimant shall immediately deliver to the indemnifying Party Indemnitor all original notices and documents (including court papers) received by any indemnified Party Claimant in connection with the Third Party Claimclaim. Should the indemnifying Party Indemnitor assume the defense of a Third Party Claimclaim, the indemnifying Party except as provided below, Indemnitor shall not be liable to the Indemnified Party or any other indemnified Party Claimant for any legal expenses subsequently incurred by such indemnified Party Claimant in connection with the analysis, defense or settlement of the Third Party Claimclaim. In the event that it is ultimately determined that the indemnifying Party Indemnitor is not obligated to indemnify, defend or hold harmless an Indemnified Party Claimant from and against the Third Party Claimclaim, the Indemnified Party Claimant shall reimburse the indemnifying Party Indemnitor for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party claims incurred by the indemnifying Party Indemnitor in its defense of the Third Party Claim claim. Without limiting the foregoing, any Claimant shall be entitled to participate in, but not control, the defense of such Third Party claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at Claimant’s own expense unless (i) the employment thereof has been specifically authorized by Indemnitor in writing, (ii) Indemnitor has failed to assume the defense and employ counsel in accordance with this Section 9.3(b) (in which case Claimant shall control the defense) or (iii) the interests of Claimant and Indemnitor with respect to such Indemnified PartyThird Party claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable law, ethical rules or equitable principles.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, reasonably acceptable to the Indemnified Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately promptly deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 8.4(b), the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified the Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that If it is ultimately determined that Specific terms in this Exhibit have been redacted because such terms are both not material and would likely cause competitive harm to the indemnifying Company if publicly disclosed. These redacted terms have been marked in this Exhibit with three asterisks [***]. the Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party or any of the Indemnified Party’s Indemnitees from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [***] after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party (the Indemnified Party’s consent to such legal counsel not to be unreasonably withheld, conditioned or delayed). In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (ii) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In To the event extent that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall shall, within [***] following such ultimate determination, reimburse the indemnifying Indemnifying Party in full for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) 30 days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (b) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suitsuit and the Indemnified Party’s expenses as described in clause (e) below) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party. *Confidential Treatment Requested. Omitted portions filed with the Commission.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 16.7(d)(ii) the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section ‎11.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Control of Defense. At its option, the indemnifying Party Licensee may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party Claiming Indemnitee within thirty (30) days after the indemnifying Party's Licensee’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party Licensee shall not be construed as an acknowledgment that the indemnifying Party Licensee is liable to indemnify any indemnified Party the Claiming Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party Licensee of any defenses it may assert against any indemnified Party's the Claiming Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party Licensee may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyLicensee. In the event the indemnifying Party Licensee assumes the defense of a Third Party Claim, the Indemnified Party Claiming Indemnitee shall immediately deliver to the indemnifying Party Licensee all original notices and documents (including court papers) received by any indemnified Party the Claiming Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume If Licensee assumes the defense of a Third Party Claim, the indemnifying Party Licensee shall not be liable to the Indemnified Party or any other indemnified Party Claiming Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party Licensee is not obligated to indemnify, defend or hold harmless an Indemnified Party the Claiming Indemnitee from and against the Third Party Claim, the Indemnified Party Claiming Indemnitee shall reimburse the indemnifying Party Licensee for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party Licensee in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim Claims by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The ; provided that the assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's claim for indemnification’s Claim. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party such Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should Subject to clause (c) below, if the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense defense, or settlement of the Third Party such Claim. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend defend, or hold harmless an Indemnified Party from and against the Third Party any Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [*****] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to such counsel and a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.Claim. 29 Exclusive License Agreement between CureVac AG and Acuitas Therapeutics Inc. EXECUTION COPY

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party ClaimClaim (except as provided in the immediately prior sentence), nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.6(d)(ii), the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all *** Confidential Treatment Requested *** 52 original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the Indemnifying Party. In the event that it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Partyparty's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party party shall not be construed as an acknowledgment that the indemnifying Party party is liable to indemnify any indemnified Party party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party party of any defenses it may assert against any indemnified Partyparty's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Partyparty. In the event the indemnifying Party party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party party all original notices and documents (including court papers) received by any indemnified Party party in connection with the Third Party Claim. Should the indemnifying Party party assume the defense of a Third Party Claim, the indemnifying Party party shall not be liable to the Indemnified Party or any other indemnified Party party for any legal expenses subsequently incurred by such indemnified Party party in connection with the analysis, defense or settlement of the Third Party ClaimClaim (except for any such expenses incurred with the prior written approval of the indemnifying party). In the event that it is ultimately determined that the an indemnifying Party party is not obligated to indemnify, defend or hold harmless an Indemnified Party any indemnified party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the - 58 - defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 13.4.1, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days [**] after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 12.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all reasonable costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice, provided however that (A) the Third Party Claim solely seeks monetary damages and (B) the indemnifying Party expressly agrees in writing that as between the indemnifying Party and the Indemnified Party, the indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (A) and (B), the “Litigation Conditions”). The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). The Indemnified Party may, at any time, assume the defense of a Third Party Claim if at any time the Litigation Conditions are not satisfied with respect to such Claim. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 16.7(d)(ii) the indemnifying Party shall will not be liable to the Indemnified Party or any other indemnified Party for any legal costs or expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) […***…] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to such legal counsel and a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately will as soon as practicable deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Indemnified Party's ’s claim for indemnification. Upon assuming Uponassuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suitdefense and settlement) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.5, at its option, the indemnifying Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Indemnifying Party shall not be construed as an acknowledgment that the indemnifying Indemnifying Party is liable to indemnify any indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, in respect of the such Third Party Claim, nor shall it constitute a waiver by the indemnifying Indemnifying Party of any defenses it may assert against any indemnified Party's an Allergan Indemnitee’s or UroGen Indemnitee’s, as applicable, claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Indemnifying Party. In If the event the indemnifying Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the Third Party Claim. Should If the indemnifying Indemnifying Party assume assumes the defense of a Third Party Claim, except as provided in Section 10.2.3, the indemnifying Indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party or any Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the analysis, defense or settlement of the such Third Party Claim. In the event that If it is ultimately determined that the indemnifying Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party Allergan Indemnitee or UroGen Indemnitee, as applicable, from and against the a Third Party Claim, the Indemnified Party shall reimburse the indemnifying Indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Indemnifying Party in its defense of the such Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.3.3, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Indemnified Party in connection with the analysis, defense or settlement of the Third Party ClaimClaim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' ’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party subject to approval of the indemnified Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party Indemnitee in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party Indemnitee for any legal expenses subsequently incurred by such indemnified Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

Control of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) [*****] days after the indemnifying Party's ’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall will not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified the Indemnified Party in respect of the Third Party Claim, nor shall will it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified the Indemnified Party's ’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party with respect to such counsel and a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall will reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys' ’ fees and costs of suit) and any Losses Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified PartyClaim.