Common use of Control of Defense Clause in Contracts

Control of Defense. 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 own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 Party 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. 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 own expense and with its own counsel, any Third-Party Claim; provided that, prior to If the Indemnifying Party assuming and controlling elects in writing to the Indemnified Party that it will assume control of the defense of such Third-Party Claim, it shall first confirm to the Indemnitee then except as otherwise set forth in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are trueSection 10.9, the Indemnifying Party shall indemnify have the Indemnitee for any such damages right to the extent resulting fromdefend, or arising out ofat its sole cost and expense, such Third-Party Claim. Notwithstanding the foregoingClaim by all appropriate proceedings, if which proceedings shall be prosecuted diligently by the Indemnifying Party assumes such defense andto a final conclusion or settled at the discretion of the Indemnifying Party; provided, in however, that the course of defending such Third-Indemnifying Party Claim, may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the Indemnifying giving by each claimant or plaintiff to the Indemnified Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation of a release from all liability in respect of such Third-Party Claim were not true in all material respects claim; and (ii) the Indemnified Party consents to such untruth provides a reasonable basis for asserting compromise or settlement, which consent shall not be conditioned, withheld or delayed unless such compromise or settlement involves (A) any admission of legal wrongdoing by the Indemnified Party, (B) any payment by the Indemnified Party that is not indemnified hereunder or (C) the imposition of any equitable relief against the Indemnified Party. If 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 elect to assume control of the defense of such Third-Party Claim. Within sixty (60) Claim within [***] days after the of its receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (thereof, or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party elects in writing to the Indemnified Party to cease maintaining control of the defense of such Claim, the Indemnified Party shall provide have the right, at the expense of the Indemnifying Party, upon at least [***] Business Days’ prior written notice to the 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a)intent to do so, then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control undertake the defense of such Third-Claim for the account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not unreasonably conditioned, withheld or delayed), provided, that the Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to such Claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such Claim. Notwithstanding anything herein (for The Indemnified Party may not compromise or settle such Claim without the absence prior written consent of doubtthe Indemnifying Party, other than Section 4.11) such consent not to the contrarybe unreasonably conditioned, to the extent a Third-Party Claim involves withheld or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilitydelayed.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 truetrue in all material respects, the Indemnifying Party shall indemnify the Indemnitee for any such damages 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 such Third-Party Claim. Within sixty thirty (6030) 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 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 reservations or exceptions to its defenseClaim. 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 sixty thirty (6030) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for If an Indemnifying Party has failed to assume the absence defense of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have the sole right to defend and control such portion of any Action relating to such Third-Party Claim in accordance with this clause (b), it shall not be a defense to the extent it relates any obligation to a Parent Liability, and SpinCo shall have the sole right to defend and control such portion pay any amount in respect of any Action relating to such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the extent it relates to conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a SpinCo Liabilitysettlement rather than by a judgment or other determination of liability.

Control of Defense. Subject In the event a party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 11.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the claim. If the Indemnifying Party by does not assume control of such defense within 30 days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The party not controlling such damages 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 thereof and shall consider recommendations made by the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion suit, proceeding or claim or consent to any judgment in respect thereof that it does not have an indemnification include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation in respect on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. If the parties cannot agree as to the application of Section 11.1 or 11.2 to any claim, pending resolution of the dispute pursuant to Article 12, the parties may conduct separate defenses of such Third-Party Claim and (C) the Indemnitee shall have claims, with each party retaining the right to assume claim indemnification from the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee other party in accordance with Section 4.5(a) (11.1 or sooner11.2, if the nature as applicable, upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 being true, the Indemnifying Party shall indemnify the Indemnitee for any such damages Liabilities to the extent resulting from, or arising out of, such Third-Party 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defenseClaim. 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 sixty (60) 30 days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an An Indemnifying Party may elect to defend (and seek to settle or compromise, subject to Section 4.5(e)), at its own expense and with its own counsel, any Third-Party Claim; provided that, that prior to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall will first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are being true, the Indemnifying Party shall will indemnify the Indemnitee for any such damages 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 will not be bound by such acknowledgment, (B) the Indemnifying Party shall will 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 will have the right to assume the defense of such Third-Party Claim. Within sixty (60) 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 so requires), the Indemnifying Party shall will provide written notice to the Indemnitee indicating whether the Indemnifying Party shall will assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defenseClaim. 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 sixty (60) 30 days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall will be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject In the event a party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 11.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except to the extent that such Indemnifying Party is actually damaged or prejudiced as a result of such failure to timely give notice), shall permit the Indemnifying Party to assume direction and controlling control of the defense of such Third-Party Claimthe claim (including the right to settle the claim), it and shall first confirm to cooperate as reasonably requested (at the Indemnitee expense of the Indemnifying Party) in writing that, assuming the facts presented to defense and/or settlement of the claim. If the Indemnifying Party by does not assume control of such defense within thirty (30) days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party or if the Indemnifying Party fails to actively and diligently conduct such defense and does not cure such failure within thirty (30) days after receiving written notice thereof from the Indemnified Party with reasonable details of such failure, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for any such damages to all reasonable costs, including reasonable attorney fees, incurred by the extent resulting from, or arising out of, such Third-Indemnified Party Claimin defending itself. Notwithstanding the foregoing, if the Indemnifying Party assumes The party not controlling such defense andmay participate therein at its own expense. The party controlling such defense shall keep the other party reasonably advised of the status of such action, in suit, proceeding or claim and the course defense thereof and shall consider recommendations made by the other party with respect thereto. The controlling party shall not agree to any settlement of defending such Third-Party Claimaction, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation suit, proceeding or claim or consent to any judgment in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting thereof that the Indemnifying Party does not have an indemnification obligation in include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that acknowledges fault by the Indemnified Party without the prior written consent of such Third-Party Claimthe Indemnified Party, then (A) the Indemnifying Party which shall not be bound by such acknowledgmentunreasonably withheld. If the parties cannot agree as to the application of Section 11.1 or 11.2 to any claim, (B) pending resolution of the Indemnifying Party shall promptly thereafter provide dispute pursuant to Article 12, the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect parties may conduct separate defenses of such Third-Party Claim and (C) the Indemnitee shall have claims, with each party retaining the right to assume claim indemnification from the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee other party in accordance with Section 4.5(a) (11.1 or sooner11.2, if the nature as applicable, upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an An Indemnifying Party may elect (but shall not be required) to defend (and seek to settle or compromise), at its such Indemnifying Party’s own expense and with its by such Indemnifying Party’s own counselcounsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 Party 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 entitled to defend such Third-Party Claim and (C) shall pay the Indemnitee shall have reasonable fees and expenses of one separate counsel for all Indemnitees if the right claim for indemnification relates to assume the defense of or arises in connection with any criminal action, indictment or allegation or if such Third-Party ClaimClaim seeks an injunction or equitable relief against the Indemnitee (and not any Indemnifying Party or any of its Affiliates). Within sixty thirty (6030) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a4.05(a) (or sooner, if the nature of the such Third-Party Claim so requires), the Indemnifying Party shall provide written notice to notify the Indemnitee indicating of its election whether the Indemnifying Party shall will assume responsibility for defending the such Third-Party Claim and specifying Claim, which election shall specify any reservations or exceptions to its defense. If After notice from an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within sixty to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (60but not control) days after receipt the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee; provided, however, in the event that the Indemnifying Party has elected to assume the defense of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be entitled to continue to conduct borne by the Indemnifying Party; and control provided further that the defense Indemnifying Party will pay the reasonable fees and expenses of such Third-Party Claim. Notwithstanding anything herein (for separate counsel if, based on the absence reasonable opinion of doubt, other than Section 4.11) legal counsel to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectivelyIndemnitee, a “Shared Third-conflict or potential conflict of interest exists between the Indemnifying Party Claim”), Parent shall have and the sole right to defend and control such portion Indemnitee which makes representation of any Action relating to such Third-Party Claim to the extent it relates to a Parent Liability, and SpinCo shall have the sole right to defend and control such portion both parties inappropriate under applicable standards of any Action relating to such Third-Party Claim to the extent it relates to a SpinCo Liabilityprofessional conduct.

Control of Defense. Subject Any entity entitled to indemnification under this Article 13 shall give notice to the indemnifying party of any insurer’s rights pursuant Losses that may be subject to indemnification, promptly after learning of such Losses (provided, however, that any Policies failure or delay to notify shall not excuse any obligation of either Partythe indemnifying party except to the extent such party is actually prejudiced thereby), an Indemnifying Party may elect to defend and the indemnifying party shall assume (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling have control over) the defense of such Third-Party Claim, it shall first confirm Losses with counsel reasonably satisfactory to the Indemnitee 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 will not settle any claim with respect to such 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 (i) 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), (ii) would bind or impair the indemnified party or (iii) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified party or this Agreement is invalid, narrowed in writing thatscope 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, assuming the facts presented to unless the Indemnifying Party by the Indemnitee are true, the Indemnifying Party 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, is 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 breach 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityhereunder.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an The Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 Party 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 such Third-any Claim by giving written notice to the Indemnified Party Claim. Within sixty (60) within [*****] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify the Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of the 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 Claim, upon the Indemnifying Party’s relevant notice from an Indemnitee the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in accordance connection with the Claim. Should the Indemnifying Party assume the defense of a Claim, except as provided in Section 4.5(a13.3(c) (or sooner, if the nature of the Third-Party Claim so requiresRight to Participate in Defense), the Indemnifying Party shall provide written notice not be liable to the Indemnitee indicating whether Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Claim unless specifically requested and approved 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 the Indemnified Party from and against the Claim, the Indemnified Party shall assume responsibility for defending reimburse 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 Thirdand all reasonable and verifiable out-of-pocket costs and expenses (including attorneys’ fees and costs of suit) incurred by the Indemnifying Party Claim or fails to notify an Indemnitee of in accordance with this ARTICLE 13 (Indemnification; Liability) in its election within sixty (60) days after receipt defense of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a Claim as provided that, prior to in this Section 10.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claimthe Claim (including, it shall first confirm but not limited to, the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the Claim. If the Indemnifying Party by does not assume control of such defense within fifteen (15) days after receiving notice of the Indemnitee are trueClaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for any such damages to all costs, including, but not limited to, reasonable attorney fees, incurred by the extent resulting from, or arising out of, such Third-Indemnified Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, itself within thirty (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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (6030) days after receipt of any invoice therefor from the notice from an Indemnitee as provided in Section 4.5(a), then Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnitee that is other Party advised of the subject status of such Third-Party Claim shall be entitled to continue to conduct and control the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such Third-Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party Claimshall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. Notwithstanding anything herein (for If the absence of doubt, other than Section 4.11) Parties cannot agree as to the contraryapplication of Section 10.1 or 10.2 to any Claim, pending resolution of the dispute pursuant to Article 11, the extent a Third-Parties may conduct separate defenses of such Claims, with each Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have retaining the sole right to defend and control such portion Claim indemnification from the other Party in accordance with Section 10.1 or 10.2, as applicable, upon resolution of any Action relating to such Third-Party Claim to the extent it relates to a Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying Claim.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either PartyAt its option, an the Indemnifying Party may elect assume the defense of any Claims by giving written notice to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-the Indemnified Party Claimwithin […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided thatthat the assumption of the defense of a 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 Claim, prior nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party assuming all original notices and controlling documents (including court papers) received by any Indemnified Party in connection with the 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoingSubject to clause (c) below, if the Indemnifying Party assumes such the defense and, in the course of defending such Third-Party a 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 liable to the Indemnified Party for any legal expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the analysis, (B) defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall promptly thereafter provide reimburse the Indemnitee written notice 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 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject In the event a Party (the “Indemnified Party”) seeks indemnification under Article 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Article 10.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the claim. If the Indemnifying Party by does not assume control of such defense within 15 days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all costs, including reasonable and documented attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such damages 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 thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion suit, proceeding or claim or consent to any judgment in respect thereof that it does not have an indemnification include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation in respect on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Article 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 Third-claims, with each Party Claim and (C) the Indemnitee shall have retaining the right to assume claim indemnification from the defense of such Third-other Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (Article 10.1 or sooner10.2, if the nature as applicable, upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. Subject 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 10.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the claim. If the Indemnifying Party by does not assume control of such defense within 15 days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such damages 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 thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion suit, proceeding or claim or consent to any judgment in respect thereof that it does not have an indemnification include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation in respect on the Indemnified Party or that acknowledges fault by the Indemnified Party without the 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 Third-claims, with each Party Claim and (C) the Indemnitee shall have retaining the right to assume claim indemnification from the defense of such Third-other Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (10.1 or sooner10.2, if the nature as applicable, upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. 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 own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 Party 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 The Indemnitor shall have the right to assume conduct ------------------ and control, through counsel of its choosing, the defense, compromise or settlement of any third person claim, action or suit against such Indemnified Party. The Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided, that the -------- Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such Third-Party Claim. Within sixty (60) days after claim, action or suit as to which 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 Indemnitor has 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue elected to conduct and control the defense thereof. The Indemnitor shall not, without the written consent of the Indemnified Party (which written consent shall not be unreasonably withheld), pay, compromise or settle any such Third-claim, action or suit. No such consent shall be required if, fourteen (14) days following a written request from the Indemnitor, the Indemnified Party Claimshall fail to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, such Indemnified Party has an obligation to provide indemnification hereunder to such Indemnitor. Notwithstanding anything herein (for the absence of doubtforegoing, other than Section 4.11) to the contrary, to the extent a Third-Indemnified Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have the sole right to defend and control pay, settle or compromise any such portion claim, action or suit without such consent; provided that in such event the Indemnified Party shall waive any right to -------- indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of any Action relating the Indemnitor to such Third-Party Claim to the extent it relates to a Parent Liabilitypayment, settlement or compromise and SpinCo such consent is unreasonably withheld, in which event no claim for indemnity therefor hereunder 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 SpinCo Liabilitybe waived.

Control of Defense. Subject 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 10.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the claim. If the Indemnifying Party by does not assume control of such defense within 15 days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for any such damages to all costs, including reasonable and documented attorney fees, incurred by the extent resulting from, or arising out of, such Third-Indemnified Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, itself within thirty (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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (6030) days after receipt of any invoice therefor from the notice from an Indemnitee as provided in Section 4.5(a), then Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnitee that is other Party advised of the subject status of such Third-Party Claim shall be entitled to continue to conduct action, suit, proceeding or claim and control the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such Third-action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party Claimshall not agree to any 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 Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. Notwithstanding anything herein (for If the absence of doubt, other than Section 4.11) Parties cannot agree as to the contraryapplication of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to ARTICLE 11 the extent a Third-Parties may conduct separate defenses of such claims, with each Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have retaining the sole right to defend and control such portion claim indemnification from the other Party in accordance with Section 10.1 or 10.2, as applicable, upon resolution of any Action relating to such Third-Party Claim to the extent it relates to a Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an The Indemnifying Party may elect shall have the right, exercisable by written notice to defend the Indemnified Party within thirty (and seek to settle 30) days of receipt of a notice from the Indemnified Party of the commencement or compromise), at its own expense and with its own counsel, assertion of any Third-Party Claim; provided that, prior to the Indemnifying Party assuming assume and controlling conduct the defense of such Third-Party ClaimClaim (if such Third-Party Claim seeks only monetary damages) in accordance with the limits set forth in this Agreement with legal counsel of national standing selected by the Indemnifying Party; provided, it shall first confirm however, that the then-available Escrow Amount is sufficient to satisfy the Indemnitee in writing that, assuming the facts presented amount of any adverse monetary judgment or settlement that is reasonably likely to result. If the Indemnifying Party by does not assume the Indemnitee are truedefense of a Third-Party Claim in accordance with this Section 8.1(c)(ii), the Indemnifying Indemnified Party shall indemnify may continue to defend the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if If the Indemnifying Party assumes such has assumed the defense andof a Third-Party Claim as provided in this Section 8.1(c)(ii), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the course of defending defense thereof; provided, however, that if (A) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or (iB) an unwaivable conflict of interest exists between the Indemnified Party and the Indemnifying Party, the Indemnified Party discovers that may assume the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect defense of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that retain separate counsel at the expense of the Indemnifying Party. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third-Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Third-Party Claim as provided in this Agreement, shall not, without the written consent of the Indemnified Party (such consent not to be unreasonably withheld), consent to a settlement of, or the entry of judgment arising from, any such Third-Party Claim which (A) does not have include as an indemnification obligation unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a complete release from all Losses in respect of such Third-Party Claim, then or (AB) grants any injunctive or equitable relief. Subject to the written consent of the Indemnifying Party shall (such consent not to be bound by such acknowledgmentunreasonably withheld), (B) the Indemnifying Indemnified 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 such settle any Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claimwhich has not been assumed by the Indemnifying Party. Notwithstanding anything herein If the Sellers’ Representative (for in its capacity as such) is the absence Indemnifying Party, the reasonable expenses of doubt, other than Section 4.11) to the contrary, to the extent Sellers’ Representative incurred in defending a Third-Party Claim involves (or would reasonably be expected to involve both any participation in a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have the sole right to defend and control such portion of any Action relating to such Third-Party Claim that could result in Losses to the extent it relates to a Parent Liability, Sellers’ Representative (in its capacity as such)) shall be the responsibility of the Sellers’ Representative and SpinCo shall have not be deducted from 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 SpinCo LiabilityEscrow Amount.

Control of Defense. Subject In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or Section 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 any insurer’s rights pursuant give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to any Policies the extent that such Indemnifying Party is actually damaged as a result of either such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the Claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, an and shall cooperate as reasonably requested (at the expense of the Indemnifying Party) in the defense of the Claim. If, due to a conflict of interest or other justification arising under the attorneys’ Rules of Professional Responsibility or Canons of Professional Ethics, the Indemnified Party may elect to defend (and seek to settle or compromise), at requires its own expense and with its own separate counsel, any Third-Party Claim; provided that, prior it will choose counsel reasonably satisfactory to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm to cost thereof will be borne solely by the Indemnitee in writing that, assuming the facts presented to Indemnifying Party. 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, at the sole discretion of the Indemnified Party, either (a) pre-pay to the Indemnified Party the cost of such defense in monetary increments sufficient to keep the Indemnified Party’s counsel paid sixty (60) days in advance for said counsel’s estimated upcoming fees, disbursements and expenses (as estimated in writing by said Indemnified Party’ s counsel) or (b) reimburse the Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnitee are trueIndemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Indemnifying 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 thereof and shall consider recommendations made by the 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, subject only to the sentence following, shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Indemnifying Party shall indemnify not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof (a) that does not include a complete and unconditional release of the Indemnitee for Indemnified Party from all liability with respect thereto, (b) that imposes any such damages liability or obligation on the Indemnified Party or (c) that acknowledges fault by the Indemnified Party, without the prior written consent of the Indemnified Party, which in the case of any circumstance described in any of clauses (a), (b) and/or (c) of this sentence, may be withheld in the sole and absolute discretion of the Indemnified Party. If the Parties cannot agree as to the extent resulting fromapplication of Section 10.1 or 10.2 to any claim, or arising out ofpending resolution of the dispute pursuant to Article 11, such Third-Party Claim. Notwithstanding the foregoingParties may conduct separate defenses of all claims, if with the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (irelevant Indemnitee(s) 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 retaining the right to assume claim indemnification from the defense of such Third-other Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (10.1 or sooner, if the nature 10.2 upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party underlying Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject In the event of any Claim against the InterMune Indemnitees or the Roche Indemnitees (individually, the “Indemnified Party"), the Indemnified Party shall promptly notify to any insurer’s rights pursuant to any Policies the other Party (the “Indemnifying Party") in writing of either the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense option and with its own counselexpense, any Third-Party Claim; provided that, prior to assume the Indemnifying Party assuming and controlling the complete 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 Party 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, provided that (i) the Indemnifying Indemnified Party discovers that will have the facts presented right to participate in the defense of any such Claim at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects own cost and expense, (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 will conduct the defense of any such acknowledgmentClaim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (Biii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall promptly thereafter provide the Indemnitee written notice of be retained for each Party at its assertion that it does not have an indemnification obligation in respect of such Third-own expense. The Indemnified Party Claim and (C) the Indemnitee shall have the right right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Third-Party Claim. Within sixty (60) 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 so requires), the Indemnifying Party shall provide written notice be liable to the Indemnitee indicating whether Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party shall does not elect to assume responsibility for defending control of the Third-defense, the Indemnified Party Claim and specifying any reservations or exceptions to its defense. If an will afford the Indemnifying Party elects an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not to assume responsibility for defending settle or otherwise dispose of any Third-Party Claim or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then same without the Indemnitee that is consent of the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnifying Party.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either PartyAt its option, an the Indemnifying Party may elect assume the defense of any Third Party Claim subject to defend indemnification as provided for in Section 9.1 (Indemnification by IRTC) or Section 9.2 (Indemnification by Verily), as applicable, by giving written notice to the Indemnified Party within 30 days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnified Party must tender sole control of the indemnified portion of the Third Party Claim to the Indemnifying Party, subject to this Section 9.3(b), Section 9.3(d) (Settlement) and the following: (a) the Indemnified Party has the right to approve controlling counsel, such approval not to be unreasonably withheld (and seek to settle which approval may be withheld or compromise), withdrawn if there is a conflict of interest) and (b) the Indemnified Party may appoint its own non-controlling counsel in the defense of the Third Party Claim at its own expense expense. The Indemnifying Party will defend such Third Party Claim in good faith and with its own counsel, any Third-the Indemnified Party Claim; provided that, prior will provide reasonable cooperation to the Indemnifying Party assuming and controlling in defending the defense of such Third-Third Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to . Should the Indemnifying Party by the Indemnitee are true, the Indemnifying Party 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 such Third-Party Claim. Within sixty (60) 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-Third Party Claim so requires(and continue to defend such Third Party Claim in good faith), the Indemnifying Party shall provide written notice will not be liable to the Indemnified Party or any other Indemnitee indicating whether for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense, or settlement of the Third Party Claim, unless the Indemnifying Party shall has failed to assume responsibility for the defense and engage counsel in accordance with this Section 9.3 (Indemnification Procedures). In the event that (a) there is any delay in providing an Indemnification Claim Notice or (b) the Indemnified Party does not cooperate with the Indemnifying Party in defending the Third-Third Party Claim and specifying any reservations Claim, then in each case (a) or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(ab), then if the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control delay or omissions materially prejudice the defense of such Third-Third Party Claim. Notwithstanding anything herein (for , the absence of doubt, other than Indemnifying Party’s obligations under this Section 4.119.3(b) will be reduced in proportion to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityprejudice.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies If, within thirty (30) days after receipt of either Partyan Indemnification Notice, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm to (i) notifies the Indemnitee that it desires to assume control of the applicable Proceeding and (ii) acknowledges in writing that, assuming the facts presented an obligation to the Indemnifying Party by indemnify or reimburse fully the Indemnitee are trueand its Related Indemnitees for all Losses arising from the Proceeding for which it is obligated to indemnify the Indemnitee under Section 14.1 or 14.2 as applicable (which acknowledgment shall not be deemed or construed as an admission of liability, either under this ARTICLE 14 or otherwise), then, subject to Section 9.6 and Section 14.3(d), the Indemnifying Party shall indemnify have the Indemnitee for any such damages right to the extent resulting fromdefend, 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 settle and otherwise dispose of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting Proceeding; provided, however, that if the Indemnifying Party does not have an indemnification obligation in respect the right to defend, settle or otherwise dispose of such Third-Party ClaimProceeding, then the Parties shall confer and negotiate in good faith to determine whether to enter into a joint defense agreement pursuant to which the Parties shall allocate the respective rights and obligations of the Parties with respect to the control of the Proceeding, including whether to designate one of the Parties as the defending Party. In the event that there are two or more Indemnitees that are subject to the same Proceeding, this Section 14.3(b) shall be construed to apply separately to such Proceeding as it applies to each such Indemnitee, provided that the Parties shall take account of such fact in connection with their negotiations pursuant to this Section 14.3(b) with respect to the defense, control and settlement of such Proceeding as it applies to each such Indemnitee. Any out-of-pocket costs and expenses (Aincluding reasonable attorneys’ fees) reasonably incurred by the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of in connection with 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 such Third-Party Claim. Within sixty (60) days after the receipt control of a notice from an Indemnitee in accordance Proceeding shall constitute Losses with Section 4.5(a) (or sooner, if the 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have the sole right to defend and control such portion of any Action relating respect to such Third-Party Claim to the extent it relates to a Parent Liability, and SpinCo 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 SpinCo LiabilityProceeding.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either PartyAt its option, an the Indemnifying Party may elect assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within [***] after the Indemnifying Party’s receipt of an Indemnification Claim Notice with respect thereto; provided that the Indemnifying Party acknowledges in writing that the Losses resulting from such Third Party Claim are within the scope of indemnified Losses subject to Section 8.1, in the case of HUMACYTE as the Indemnifying Party, or Section 8.2, in the case of Supplier as the Indemnifying Party; provided, further, that the Indemnifying Party shall not be entitled to (i) assume the defense, appeal or settlement of any Third Party Claim that (A) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) seeks any injunction or equitable relief against any HUMACYTE Indemnitee or Supplier Indemnitee, as applicable; or (ii) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is failing to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-in good faith the Third Party Claim; provided that. Upon assuming the defense of a Third Party Claim, prior the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible the Indemnified Party shall promptly deliver to the Indemnifying Party assuming all original notices and controlling the defense of documents (including court papers) received by any HUMACYTE Indemnitee or Supplier Indemnitee, as applicable, in connection with 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Third Party Claim. Notwithstanding the foregoingSubject to Section 8.3.2(b), if the Indemnifying Party assumes such the defense and, in the course of defending such Third-a 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 liable to the Indemnified Party for any legal expenses subsequently incurred by such acknowledgmentIndemnified Party or HUMACYTE Indemnitee or Supplier Indemnitee, (B) as applicable, in connection with the Indemnifying Party shall promptly thereafter provide analysis, defense or settlement of 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 such Third-Third Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject to Section 10.2, in the event of any insurer’s rights pursuant to any Policies of either Party, an Indemnifying claim by a third party for which indemnification is available under Section 9.3 (a “Third Party may elect to defend (and seek to settle or compromiseClaim”), at its own expense Lenders’ Representative (on behalf of the Lenders) (“Indemnifying Party”), has the right, exercisable by written notice to Buyer within thirty (30) days of receipt of a Buyer Claim Notice, to assume and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling conduct the defense of such Third-Third Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to Claim with counsel selected by the Indemnifying Party by and reasonably acceptable to Buyer. If the Indemnitee are trueIndemnifying Party has assumed such defense as provided in this Section 9.7(c), the Indemnifying Party shall indemnify the Indemnitee will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such damages to the extent resulting from, or arising out of, such Third-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 If 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 such Third-Third Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee Claim in accordance with this Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires9.7(c), the Indemnifying Indemnitee may continue to defend such Third Party shall provide written notice to Claim at the Indemnitee indicating whether sole cost of the Indemnifying Party shall assume responsibility for defending (subject to the Third-Party Claim limitations set forth in this Article IX) and specifying any reservations or exceptions to its defense. If an the Indemnifying Party elects may still participate in, but not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a)control, then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Third Party Claim at the Indemnifying Party’s sole cost and expense. The Indemnifying Party will not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein The Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee, no Indemnifying Party, in the defense of any such Third Party Claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnitee, (ii) contains an admission of a violation of any criminal Law or (iii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such Third Party Claim, the party responsible for the absence defense of doubt, other than Section 4.11such Third Party Claim (the “Controlling Party”) to the contraryshall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such Third Party Claim, including all settlement negotiations and offers. With respect to a Third-Third Party Claim involves or would reasonably be expected for which the Lenders’ Representative is the party responsible for the defense, Buyer shall use all reasonable efforts to involve both a SpinCo Liability make available to the Lenders’ Representative and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have its representatives all books and records of Buyer and the sole right to defend and control such portion of any Action Company relating to such Third-Third Party Claim to and shall cooperate with the extent it relates to a Parent Liability, and SpinCo shall have Lenders’ Representative in the sole right to defend and control such portion defense of any Action relating to such Third-the Third Party Claim to the extent it relates to a SpinCo LiabilityClaim.

Control of Defense. 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 own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 The Indemnifying Party shall indemnify have the Indemnitee right, but not the obligation, to conduct and control, through counsel of its choosing, any action for any such damages to the extent resulting fromwhich indemnification is sought, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, and if the Indemnifying Party assumes such elects to assume the defense andthereof, 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 liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the defense thereof. The Indemnifying Party may settle any action, (B) claim or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall promptly thereafter provide first give the Indemnitee Indemnified Party advance written notice of its assertion that it does any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not have to be unreasonably withheld or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such claim or suit. Each Party’s indemnification obligations under this ARTICLE 13 shall not apply to amounts paid by an indemnification obligation Indemnified Party in settlement of any action with respect of such Third-to a Third Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or soonerclaim, if such settlement is effected without the nature prior written consent of the Third-Party Claim so requires)Indemnifying Party, which consent shall not be withheld unreasonably. In no event shall the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-settle or axxxx any Third Party Claim and specifying any reservations in a manner that would diminish the rights or exceptions to its defense. 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 sixty (60) days after receipt interests of the notice Indemnified Party, admit any liability, fault or guilt by the Indemnified Party or obligate the Indemnified Party to make any payment, take any action, or refrain from an Indemnitee as provided in Section 4.5(a)taking any action, then without the Indemnitee that is prior written approval of the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnified Party.

Control of Defense. Subject The Party entitled to indemnification under this Article 6 (Indemnification) shall give a written notice to the indemnifying Party of any insurer’s rights pursuant Losses that may be subject to indemnification promptly after learning of such Losses (provided, however, that any Policies failure or delay to notify shall not excuse any obligation of either Partythe indemnifying Party except to the extent such Party is actually prejudiced thereby), an Indemnifying and the indemnifying Party may elect to defend shall assume (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling have control over) the defense of such Third-Party Claim, it shall first confirm Losses with [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. counsel reasonably satisfactory to the Indemnitee in writing that, assuming indemnified Party and the facts presented to indemnified Party shall reasonably cooperate with such defense (at the Indemnifying Party indemnifying Party’s reasonable expense). If such defense is assumed by the Indemnitee are trueindemnifying Party with counsel so selected, the Indemnifying Party 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 indemnifying Party shall not settle any claim with respect to such Losses without obtaining the indemnified Party’s prior written consent (but such consent shall not be bound unreasonably withheld or delayed), and shall not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified Party with respect to such acknowledgmentLosses. 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), (Bb) would bind or impair the Indemnifying 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 promptly thereafter provide not settle or compromise any claim for which it is entitled to indemnification without obtaining the Indemnitee prior written notice consent of the indemnifying Party, unless the indemnifying Party is in breach 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityhereunder.

Control of Defense. Subject In the event a party (the “Indemnified Party”) seeks indemnification under Section 9.1 or 9.2, 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 9.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the claim (provided that such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to claim is solely for monetary damages and the Indemnifying Party agrees to pay all damages relating to such matter, as evidenced in a written confirmation delivered by the Indemnitee are trueIndemnifying Party to the Indemnified Party) 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 indemnify reimburse the Indemnitee Indemnified Party for any such damages to all costs, including reasonable attorney fees, incurred by the extent resulting from, or arising out of, such Third-Indemnified 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election itself within sixty (60) 30 days after receipt of any invoice therefor from the notice from an Indemnitee as provided in Section 4.5(a), then Indemnified Party. The party not controlling such defense may participate therein at its own expense. The party controlling such defense shall keep the Indemnitee that is other party advised of the subject status of such Third-Party Claim shall be entitled to continue to conduct action, suit, proceeding or claim and control the defense thereof and shall consider recommendations made by the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such Third-Party Claim. Notwithstanding anything herein (for action, suit, proceeding or claim without the absence prior written consent of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.the

Control of Defense. 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 At its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 trueoption, the Indemnifying Party shall indemnify may assume the Indemnitee for defense of any such damages to Claim by notifying the extent resulting from, or arising out of, such Third-Indemnified Party Claim. Notwithstanding the foregoing, if in writing within [**] days after the Indemnifying Party assumes such Party’s receipt of an Indemnification Claim Notice. The assumption of the 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 a 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) by the Indemnifying Party shall not be bound by such acknowledgment, (B) construed as an acknowledgment that the Indemnifying Party shall promptly thereafter provide the is liable to indemnify any Sobi Indemnitee written notice of its assertion that it does not have an indemnification obligation or ADCT Indemnitee, as applicable, in respect of such Third-Claim, nor shall it constitute a waiver by the Indemnifying Party Claim and (C) of any defenses it may assert against the Indemnitee shall have the right to assume Indemnified Party’s claim for indemnification. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Claim any legal counsel selected by the Indemnifying Party reasonably acceptable to the Indemnified Party. If the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall promptly deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Sobi Indemnitee or ADCT Indemnitee, as applicable, in connection with such Third-Party Claim. Within sixty (60) days after If the receipt Indemnifying Party assumes the defense of a notice from an Indemnitee Claim, except as provided in accordance with Section 4.5(a) 14.3.3 (or sooner, if the nature of the Third-Party Claim so requiresRight to Participate in Defense), the Indemnifying Party shall provide written notice not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party or any Sobi Indemnitee indicating whether or ADCT Indemnitee, as applicable, in connection with the analysis, defense or settlement of such Claim unless such legal expenses arise from activities with respect to such analysis, defense or settlement that are specifically requested in writing by the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations to be performed by such Sobi Indemnitee or exceptions to its defenseADCT Indemnitee (as applicable). If an it is ultimately determined that the Indemnifying Party elects is not obligated to assume responsibility indemnify, defend or hold harmless a Sobi Indemnitee or ADCT Indemnitee, as applicable, from and against a Claim, the Indemnified Party shall reimburse the Indemnifying Party for defending any Third-and all costs and expenses (including attorneys’ fees and costs of suit) and any Losses incurred by the Indemnifying Party Claim or fails to notify an Indemnitee of in its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject In the event a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or Section 12.2, 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 12.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the Claim (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the Claim. If the Indemnifying Party by does not assume control of such defense within [**] days after receiving notice of the Indemnitee are trueClaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all 71. costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within [**] days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such damages 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 thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion suit, proceeding or claim or consent to any judgment in respect thereof that it does not have an indemnification obligation in respect of such Third-Party Claim include a complete and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature unconditional release of the Third-Indemnified Party Claim so requires)from all liability with respect thereto, that imposes any liability or obligation on the Indemnifying Indemnified Party shall provide or that acknowledges fault by the Indemnified Party without the prior written notice to the 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt consent of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnified Party.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either PartyAt its option, an the Indemnifying Party may elect assume the defense of any Claims by giving written notice to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-the Indemnified Party Claimwithin 30 days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided thatthat the assumption of the defense of a 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 Claim, prior nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party assuming all original notices and controlling documents (including court papers) received by any Indemnified Party in connection with the 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoingSubject to clause (c) below, if the Indemnifying Party assumes such the defense and, in the course of defending such Third-Party a 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 liable to the Indemnified Party for any legal expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the analysis, (B) defense, or settlement of such 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 any Claim, the Indemnified Party shall promptly thereafter provide reimburse the Indemnitee written notice 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 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 such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance Claim with Section 4.5(a) (or sooner, if the 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have the sole right to defend and control such portion of any Action relating respect to such Third-Party Claim to the extent it relates to a Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnified Party.

Control of Defense. Subject 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 10.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the claim. If the Indemnifying Party by does not assume control of such defense within 15 days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such damages 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 thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion suit, proceeding or claim or consent to any judgment in respect CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. thereof that it does not have an indemnification include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation in respect on the Indemnified Party or that acknowledges fault by the Indemnified Party without the 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 Third-claims, with each Party Claim and (C) the Indemnitee shall have retaining the right to assume claim indemnification from the defense of such Third-other Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (10.1 or sooner10.2, if the nature as applicable, upon resolution of the Third-Party underlying claim. The foregoing provisions of this Section 10.4, as applicable to any Claim so requires), the Indemnifying Party shall provide written notice to the for which any UC License 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall may be entitled to continue indemnification under Section 10.1, shall be subject to conduct and control Section 8.2 of the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent LiabilityUC License, and SpinCo shall have ContraVir agrees to comply with Section 8.2 of the sole right UC License with respect to defend and control such portion of any Action relating Claim for which any UC License Indemnitee may be entitled to such Third-Party Claim to the extent it relates to a SpinCo Liabilityindemnification under Section 10.1.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies Upon receipt of either Partysuch notice, an the Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 Party 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 such Third-Third Party Claim. Within sixty , at the expense of the Indemnifying Party, by written notice to the Indemnified Party within twenty (6020) days after the receipt of a Indemnified Party has provided notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Third Party Claim so requires)Claim; provided that the Indemnified Party may participate in such defense at the Indemnified Party’s expense, and the failure of the Indemnified Party to give such notice to the Indemnifying Party as herein provided shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent that the Indemnifying Party shall provide have been materially prejudiced in its ability to defend such Third Party Claim. Except with the prior written notice consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, no Indemnifying Party, in the Indemnitee indicating whether defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or purports to obligate the Indemnified Party or requires the payment of any amounts by the Indemnified Party that will not be paid or reimbursed by the Indemnifying Party. Notwithstanding the foregoing, in the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right, but not the obligation, at all times to take over and assume responsibility for defending control over the Third-defense, settlement, negotiations or Proceedings relating to any such Third Party Claim; provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed. In all cases, the Parties shall cooperate in the defense of any Third Party Claim subject to this Article X and specifying any reservations or exceptions the records of each shall be available to its the other with respect to such defense. If an Indemnifying The Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control controlling the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Third Party Claim involves or would shall keep the other Party reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have advised of the sole right to defend and control status of such portion of any Action relating to such Third-Third Party Claim to and the extent it relates to a Parent Liability, defense thereof and SpinCo shall have consider in good faith any reasonable recommendations made by the sole right to defend and control such portion of any Action relating to such Thirdnon-controlling Party Claim to the extent it relates to a SpinCo Liabilitywith respect thereto.

Control of Defense. 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 own expense and with its own counsel, any Third-Party Claim; provided that, prior to a) If the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm has acknowledged in writing to the Indemnitee in writing that, assuming the facts presented to Indemnified Party the Indemnifying Party’s responsibility for indemnifying the Indemnified Party by the Indemnitee are truefor a Third Party Claim under Section 17.1, the Indemnifying Party shall indemnify have the Indemnitee for any such damages right to the extent resulting fromdefend, or arising out ofat its sole cost and expense, such Third-Third Party Claim. Notwithstanding the foregoingClaim by all appropriate proceedings, if which proceedings shall be prosecuted diligently by the Indemnifying Party assumes such defense and, in to a final conclusion or settled at the course discretion of defending such Third-the Indemnifying Party; provided that the Indemnifying Party Claim, may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the Indemnifying giving by each claimant or plaintiff to the Indemnified Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation of a release from all liability in respect of such Third-Party Claim were not true in all material respects claim; and (ii) the Indemnified Party consents to such untruth provides a reasonable basis for asserting that the Indemnifying Party does compromise or settlement, which consent shall not have an indemnification obligation in respect of be unreasonably withheld, conditioned or delayed unless such Third-Party Claim, then compromise or settlement (A) involves any admission of legal wrongdoing by the Indemnifying Party shall not be bound by such acknowledgmentIndemnified Party, (B) involves any payment by the Indemnifying Indemnified Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does is not have an indemnification obligation in respect of such Third-Party Claim and indemnified hereunder, (C) involves the Indemnitee shall have imposition of any equitable relief against the right to assume Indemnified Party, (D) includes […***…], (E) materially affects the Indemnified Party’s rights, interests or obligations (including […***…] or, in the case of […***…]), or (F) in the case of […***…]. Upon assuming the defense of such Third-a Third Party Claim. Within sixty (60) 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 so requires), the Indemnifying Party shall provide written notice to may appoint as lead counsel in the Indemnitee indicating whether defense of the Third Party Claim any legal counsel selected by the Indemnifying Party and approved by the Indemnified Party (which approval shall assume responsibility for defending the Third-Party Claim and specifying any reservations not be unreasonably conditioned, withheld or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(adelayed), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an An Indemnifying Party may elect to defend control the defense of (and unless the Indemnifying Party has specified any reservations or exceptions, seek to settle or compromise), at its own expense and with its own counsel, any Third-Third Party Claim; provided provided, that, prior to the Indemnifying Party assuming and controlling the defense of such Third-Third Party Claim, it shall first confirm to the Indemnitee Indemnified Party in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are Indemnified Party being true, the Indemnifying Party shall indemnify the Indemnitee Indemnified Party for any such damages Damages to the extent resulting from, or arising out of, such Third-Third Party Claim. Notwithstanding the foregoing; provided, if the Indemnifying Party assumes such defense andfurther, 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 entitled to control of any Third Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation Claim in respect of such Third-any matter involving potential criminal liability or that seeks as the primary remedy the imposition of an injunction, restraining order or other equitable relief that, if granted, would be binding upon the Indemnified Party Claim and (C) the Indemnitee shall have the right to assume the defense or any member of such Third-Party Claimits Group. Within sixty thirty (6030) days after the receipt of a notice from an Indemnitee Indemnified Party in accordance with Section 4.5(a4.06(a) (or sooner, if the nature of the Third-Third Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee Indemnified Party indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Third Party Claim and specifying Claim, which written notice shall specify any reservations or exceptions to its defenseby the Indemnifying Party. If an Indemnifying Party elects not to assume responsibility for defending any Third-Third Party Claim or fails to notify an Indemnitee Indemnified Party of its election within sixty thirty (6030) days after receipt of the notice from an Indemnitee Indemnified Party as provided in Section 4.5(a4.06(a), then the Indemnitee Indemnified Party that is the subject of such Third-Third Party Claim shall be entitled to continue to conduct and control the defense of such Third-Third Party Claim. Notwithstanding anything herein an election by an Indemnifying Party to defend a Third Party Claim pursuant to this Section 4.06(a), the Indemnified Party may, upon written notice to the Indemnifying Party, elect to take over the defense of such Third Party Claim (although the Indemnifying Party may continue to participate but not control such defense) if (i) the Indemnifying Party is not defending such Third Party Claim diligently or in good faith, (ii) the Indemnified Party and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, (iii) the Indemnifying Party makes a general assignment for the absence benefit of doubtcreditors, other than Section 4.11has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, (iv) there occurs a change of control of the Indemnifying Party, or (v) either of the sets of facts described in the second proviso of the first sentence hereof becomes true (doe to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”change of circumstances), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either PartyAt its option, an the Indemnifying Party may elect assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within [***] after the Indemnifying Party’s receipt of an Indemnification Claim Notice with respect thereto; provided that the Indemnifying Party acknowledges in writing that the Losses resulting from such Third Party Claim are within the scope of indemnified Losses subject to Section 8.1, in the case of Humacyte as the Indemnifying Party, or Section 8.2, in the case of Supplier as the Indemnifying Party; provided, further, that the Indemnifying Party shall not be entitled to (i) assume the defense, appeal or settlement of any Third Party Claim that (A) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) seeks any injunction or equitable relief against any Humacyte Indemnitee or Supplier Indemnitee, as applicable; or (ii) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is failing to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-in good faith the Third Party Claim; provided that. Upon assuming the defense of a Third Party Claim, prior the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible the Indemnified Party shall promptly deliver to the Indemnifying Party assuming all original notices and controlling the defense of documents (including court papers) received by any Humacyte Indemnitee or Supplier Indemnitee, as applicable, in connection with 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Third Party Claim. Notwithstanding the foregoingSubject to Section 8.3.2(b), if the Indemnifying Party assumes such the defense and, in the course of defending such Third-a 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 liable to the Indemnified Party for any legal expenses subsequently incurred by such acknowledgmentIndemnified Party or Humacyte Indemnitee or Supplier Indemnitee, (B) as applicable, in connection with the Indemnifying Party shall promptly thereafter provide analysis, defense or settlement of 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 such Third-Third Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject In the event a Party (the “Indemnified Party”) seeks indemnification under Section 8.1 or 8.2, 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a Claim as provided that, prior to in this Section 8.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the Claim (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the Claim. If the Indemnifying Party by does not assume control of such defense within 15 days after receiving notice of the Indemnitee are trueClaim from the Indemnified Party, the Indemnified Party may control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for any such damages to all costs, including reasonable and documented attorney fees, incurred by the extent resulting from, or arising out of, such Third-Indemnified Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, itself within thirty (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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (6030) days after receipt of any invoice therefor from the notice from an Indemnitee as provided in Section 4.5(a), then Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnitee that is other Party advised of the subject status of such Third-Party Claim shall be entitled to continue to conduct and control the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such Third-Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party Claimshall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. Notwithstanding anything herein (for If the absence of doubt, other than Section 4.11) Parties cannot agree as to the contraryapplication of Section 8.1 or 8.2 to any claim, to the extent a Third-Parties may conduct separate defenses of such claims, with each Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have retaining the sole right to defend and control such portion claim indemnification from the other Party in accordance with Section 8.1 or 8.2, as applicable, upon resolution of any Action relating to such Third-Party Claim to the extent it relates to a Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either (a) In the event a Party seeks indemnification under Section 7.1 or 7.2 (the “Indemnified Party, an Indemnifying Party may elect to defend (and seek to settle or compromise”), at its own expense and with its own counselit shall inform the other Party (the “Indemnifying Party”) of a claim, any Third-demand, action or proceeding (“Claim”) as soon as reasonably practicable after it receives notice of the Claim, provided that no delay on the part of the Indemnified Party Claim; provided that, prior to in notifying the Indemnifying Party assuming will relieve the Indemnifying Party from any obligation under this Article 7, except to the extent such delay actually and controlling materially prejudices the defense of the Claim. The Indemnifying Party will be entitled to participate in the defense of any Claim that is the subject of a notice given by the Indemnified Party pursuant to this Section 7.3. In addition, the Indemnifying Party will have the right to conduct the defense of such Third-Party Claim, it shall first confirm Claim by giving notice to the Indemnitee in writing that, assuming the facts presented to Indemnified Party that the Indemnifying Party by the Indemnitee are trueintends to conduct such defense (a “Defense Notice”), so long as (i) under applicable standards of professional conduct, no conflict of interest on any significant issue related to such defense exists between the Indemnifying Party shall indemnify Party, on the Indemnitee for any such damages to one hand, and the extent resulting fromIndemnified Party, or arising out of, such Third-Party Claim. Notwithstanding on the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, other hand and (iii) the Indemnifying Party discovers that conducts the facts presented defense of the Claim actively and diligently at the sole cost and expense of the Indemnifying Party (except as otherwise provided herein). During the time the Indemnifying Party acknowledged its indemnification obligation in respect is conducting the defense 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 Indemnified Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of may retain separate co-counsel at its assertion that it does not have an indemnification obligation sole cost and expense and may participate in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within sixty (60) days after The Indemnifying Party will not consent to the receipt entry of a notice from an Indemnitee in accordance any judgment or enter into any compromise or settlement with Section 4.5(a) (or sooner, if respect to the nature Claim without the prior written consent of the Third-Indemnified Party Claim so requires)(which consent shall not be unreasonably withheld or delayed) unless such judgment, compromise or settlement (x) does not admit liability on the part of the Indemnified Party and (y) provides for the payment by the Indemnifying Party shall provide written notice to of money as the 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (sole relief for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityclaimant.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either PartyAt its option, an the Indemnifying Party may elect assume the defense of any Claims by giving written notice to defend the Indemnified Party within thirty (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided thatthat the assumption of the defense of a 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 Claim, prior nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any [**] - Indicates certain information has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the redacted portions. Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party assuming all original notices and controlling documents (including court papers) received by any Indemnified Party in connection with the 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoingSubject to clause (c) below, if the Indemnifying Party assumes such the defense and, in the course of defending such Third-Party a 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 liable to the Indemnified Party for any legal expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the analysis, (B) defense, or settlement of such 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 any Claim, the Indemnified Party shall promptly thereafter provide reimburse the Indemnitee written notice Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either PartyAt its option, an the Indemnifying Party may elect assume the defense of any Claims by giving written notice to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-the Indemnified Party Claimwithin […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided thatthat the assumption of the defense of a 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 Claim, prior nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the *** Certain Confidential Information Omitted - 51 - Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party assuming all original notices and controlling documents (including court papers) received by any Indemnified Party in connection with the 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoingSubject to clause (c) below, if the Indemnifying Party assumes such the defense and, in the course of defending such Third-Party a 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 liable to the Indemnified Party for any legal expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the analysis, (B) defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall promptly thereafter provide reimburse the Indemnitee written notice 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 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 such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject In the event a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or 12.2, 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 12.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claimthe claim (including the right to settle the claim solely for monetary consideration), it and shall first confirm to cooperate as requested (at the Indemnitee expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the claim. If the Indemnifying Party by does not assume control of such defense within 15 days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all reasonable costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such damages 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 thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion 47. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION suit, proceeding or claim or consent to any judgment in respect thereof that it does not have an indemnification include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation in respect on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 12.1 or 12.2 to any claim, pending resolution of the dispute pursuant to Article 13, the Parties may conduct separate defenses of such Third-claims, with each Party Claim and (C) the Indemnitee shall have retaining the right to assume claim indemnification from the defense of such Third-other Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (12.1 or sooner12.2, if the nature as applicable, upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. Subject As its option, Indemnitor may then assume responsibility for and shall have full control of such matter by giving notice to Claimant within [*] days after the Indemnitor’s receipt of notice from Claimant. The assumption of the defense of a Third Party claim by the Indemnitor shall not be construed as an acknowledgment that Indemnitor is liable to indemnify Claimant in respect of the Third Party claim, nor shall it constitute a waiver by Indemnitor of any insurerdefenses it may assert against Claimant’s rights pursuant claim for indemnification. Upon assuming the defense of a Third Party claim, Indemnitor may appoint as lead counsel in the defense of the Third Party claim any legal counsel selected by Indemnitor. In the event Indemnitor assumes the defense of a Third Party claim, Claimant shall immediately deliver to Indemnitor all original notices and documents (including court papers) received by Claimant in connection with the Third Party claim. Should Indemnitor assume the defense of a Third Party claim, except as provided below, Indemnitor shall not be liable to Claimant for any Policies legal expenses subsequently incurred by such Claimant in connection with the analysis, defense or settlement of either Partythe Third Party claim. In the event that it is ultimately determined that Indemnitor is not obligated to indemnify, an Indemnifying defend or hold harmless Claimant from and against the Third Party may elect to defend claim, Claimant shall reimburse Indemnitor for any and all costs and expenses (including attorneys’ fees and seek to settle or compromise), at costs of suit) and any Third Party claims incurred by Indemnitor in its own expense and with its own counseldefense of the Third Party claim. Without limiting the foregoing, any Third-Party Claim; provided thatClaimant shall be entitled to participate in, prior to the Indemnifying Party assuming and controlling but not control, the defense of such Third-Third Party Claimclaim and to employ counsel of its choice for such purpose; provided, it however, that such employment shall first confirm to be at Claimant’s own expense unless (a) the Indemnitee employment thereof has been specifically authorized by Indemnitor in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the Indemnifying Party 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 Claimwriting, (ib) 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 Indemnitor has failed to assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee and employ counsel in accordance with this Section 4.5(a) 14.4.2 (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party in which case Claimant shall provide written notice to the 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense defense) or (c) the interests of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability Claimant and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have the sole right to defend and control such portion of any Action relating Indemnitor with respect to such Third-Third Party Claim claim are sufficiently adverse to prohibit the extent it relates to a Parent Liabilityrepresentation by the same counsel of both Parties under applicable law, and SpinCo 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 SpinCo Liabilityethical rules or equitable principles.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies In the event a Party seeks indemnification under Article 8.1 (Indemnification by SERVIER), Article 8.2 (Indemnification by OSTEOLOGIX) [***], it shall inform the other Party (the “Indemnifying Party”) of either Partya claim as soon as reasonably practicable after it receives notice of the claim, an shall permit the Indemnifying Party may elect to defend assume direction and control of the defense of the claim (and seek including the right to settle or compromisethe claim solely for monetary consideration and with an unconditional release of claims against the indemnitee), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The indemnitee shall be entitled to participate, at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling in the 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, any indemnified claim and the Indemnifying Party shall indemnify the Indemnitee for not settle or compromise any such damages to matter in any manner which would have an adverse effect upon the extent resulting fromindemnitee without such indemnitee’s consent, which shall not be unreasonably withheld or arising out of, such Third-Party Claimdelayed. Notwithstanding the foregoingIn addition, 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 believes that it does is not have obligated to provide indemnity as to a matter as to which it is requested to do so by an indemnification obligation in respect of such Third-Party Claim indemnitee and (C) promptly so notifies the Indemnitee shall have indemnitee, the right indemnitee may either take action to enforce its rights hereunder or assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance claim with Section 4.5(a) (or soonerits own counsel at its own expense, if the nature of the Third-Party Claim so requires), provided that the Indemnifying Party shall provide written notice to will be responsible for the 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject payment of such Third-Party Claim shall be expenses if it is ultimately determined such indemnitee was entitled to continue to conduct and control the defense of such Third-Party Claimindemnification hereby. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.sf-2857375 35

Control of Defense. Subject In the event a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or Section 12.2, 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 12.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the Claim (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the Claim. If the Indemnifying Party by does not assume control of such defense within [**] days after receiving notice of the Indemnitee are trueClaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within [**] days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such damages 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 thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion suit, proceeding or claim or consent to any judgment in respect thereof that it does not have an indemnification obligation in respect of such Third-Party Claim include a complete and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature unconditional release of the Third-Indemnified Party Claim so requires)from all liability with respect thereto, that imposes any liability or obligation on the Indemnifying Indemnified Party shall provide or that acknowledges fault by the Indemnified Party without the prior written notice to the 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt consent of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnified Party.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an The Indemnifying Party may elect shall have the right, exercisable by written notice to defend the Indemnified Party within ten (and seek to settle 10) business days after receipt of written notice from the Indemnified Party of the commencement or compromise)assertion of any such Claim, at its own expense to participate in or assume control of the defense of the Claim, and the Indemnified Party shall cooperate fully with its own counselthe Indemnifying Party, with the right to reimbursement for actual out-of-pocket expenses incurred by the Indemnified Party as a result of any Third-Party Claim; provided that, prior to such request by the Indemnifying Party assuming and controlling for the 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party ClaimIndemnified Party’s cooperation. 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 If the Indemnifying Party does not have an indemnification obligation elect to assume control or otherwise participate in respect the defense of such Third-Party Claim, then any third party Claim within ten (A10) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written business days of its receipt of notice of its assertion that it does not have an indemnification obligation the Claim (or any extended period mutually agreed upon in respect of such Third-writing by the Parties), the Indemnified Party Claim and (C) the Indemnitee shall have the right to undertake the defense, compromise or settlement of the Claim for the account of the Indemnifying Party subject to the right of the Indemnifying Party, at its expense, to assume the defense of such Third-Party Claimthe Claim at any time prior to final settlement, compromise or determination thereof. Within sixty (60) 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 so requires), In no event shall the Indemnifying Party shall provide be liable or otherwise have any obligation with respect to any settlement, compromise or determination of any Claim agreed to by the Indemnified Party without the prior written notice to the Indemnitee indicating whether consent of the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense(which consent will not be withheld unreasonably). If an The Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within sixty (60) days after receipt shall not, without consent of the notice from an Indemnitee as provided in Section 4.5(aIndemnified Party (which consent shall not be unreasonably withheld), then effect any settlement or discharge or consent to the Indemnitee that is entry of any judgment, unless such settlement or judgment includes as an unconditional term thereof the subject giving by the claimant or plaintiff to the Indemnified Party of a general release from all liability in respect of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent shall have imposes no restrictions or obligations on 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 Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnified Party.

Control of Defense. Subject Except as provided in Section 13.03(c) (Joint Defense), the indemnifying Party will be entitled to any insurer’s rights pursuant assume and control the defense and settlement of such Indemnifiable Claim at its expense and through counsel of its choice if it gives notice of its intention to any Policies do so to the indemnified Party within [***] days of either the receipt of such notice from the indemnified Party; provided, an Indemnifying however, that the indemnified Party may elect to defend (and seek to settle or compromise)appoint its own participating non-controlling counsel, at its own expense expense. The indemnified Party will cooperate with the indemnifying Party in such defense and with its own counsel, any Third-Party Claim; provided that, prior make available to the Indemnifying indemnifying Party assuming all witnesses, pertinent records, materials and controlling information in the defense of such Third-Party Claim, it shall first confirm indemnified Party’s possession or under the indemnified Party’s control relating to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party Indemnifiable Claim as is reasonably required by the Indemnitee are true, the Indemnifying Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claimindemnifying Party. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense andSimilarly, in the course of event the indemnified Party is defending against any such Third-Party Indemnifiable Claim, the indemnifying Party will cooperate with the indemnified Party in such defense and make available to the indemnified Party all witnesses, pertinent records, materials and information in the indemnifying Party’s possession or under the indemnifying Party’s control relating to the Indemnifiable Claim as is reasonably required by the indemnified Party. No Indemnifiable Claim may be settled prior to a final judgment thereon and no appeal may be foregone by any Party conducting the defense against such Indemnifiable Claim pursuant to this Section without the prior written consent of the indemnified Party (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 which consent will 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 such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (unreasonably withheld or sooner, if the nature of the Third-Party Claim so requiresdelayed), unless the Indemnifying Party shall provide written notice to STLA Indemnified Parties or the 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 or fails to notify an Indemnitee of its election within sixty (60) days after receipt of the notice from an Indemnitee AAI Indemnified Parties, as provided applicable, are released in Section 4.5(a), then the Indemnitee that is the subject of full in connection with such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilitysettlement.

Control of Defense. Subject 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 any insurer’s rights pursuant to any Policies give notice of either Party, an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; a claim as provided that, prior to in this Section 10.3 shall not relieve the Indemnifying Party assuming of its indemnification obligation under this Agreement except and controlling only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of such Third-Party Claim, it shall first confirm the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnitee Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in writing that, assuming the facts presented to defense of the claim. If the Indemnifying Party by does not assume control of such defense within 15 days after receiving notice of the Indemnitee are trueclaim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall indemnify reimburse the Indemnitee Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The party not controlling such damages 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 thereof and shall consider recommendations made by the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if prior written consent of the Indemnifying Party assumes such defense andParty, in the course of defending such Third-Party Claimwhich shall not be unreasonably withheld, (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 delayed or conditioned. The Indemnifying Party shall not be bound by agree to any settlement of such acknowledgmentaction, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion suit, proceeding or claim or consent to any judgment in respect thereof that it does not have an indemnification include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation in respect on the Indemnified Party or that acknowledges fault by the Indemnified Party without the 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 Third-Party Claim and (C) the Indemnitee shall have claims, with each party retaining the right to assume claim indemnification from the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee other party in accordance with Section 4.5(a) (10.1 or sooner10.2, if the nature as applicable, upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilityunderlying claim.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an The Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, shall undertake full responsibility for the defense of any Third-Party Claim; provided thatClaim which, prior to if successful, would result in an obligation of indemnity under this Article 11. Such defense will be conducted by reputable attorneys retained by the Indemnifying Party assuming at the Indemnifying Party’s cost and controlling expense, but the defense Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its own choosing. The Indemnified Party will be responsible for the costs of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the separate representation. The Indemnifying Party by the Indemnitee are true, the Indemnifying Party shall indemnify the Indemnitee for may contest or settle 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) on such untruth provides a reasonable basis for asserting terms as the Indemnifying Party may choose, provided that the Indemnifying Party does will not have an indemnification obligation in respect of the right, without the Indemnified Party’s written consent, such Third-Party Claimconsent not to be unreasonably withheld, 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 such Third-Party Claim. Within sixty (60) 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 so requires), the Indemnifying Party shall provide written notice consent to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying entry of any reservations judgment or exceptions enter into any settlement with respect to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim if such settlement (i) arises from or fails to notify an Indemnitee is part of its election within sixty any criminal action, suit or proceeding, (60ii) days after receipt contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the part of the notice from an Indemnitee as provided in Section 4.5(a)Indemnified Party, then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (iii) provides for the absence of doubtinjunctive relief, or other relief or finding other than Section 4.11money damages, which is binding on the Indemnified Party and would have a Material Adverse Effect on the Indemnified Party, or (v) does not contain an unconditional release of the Indemnified Party with respect to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liabilitysettled matter.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an The Indemnifying Party may elect to defend (conduct and seek to settle or compromise)control, at through counsel of its own expense and with its own counselchoosing, any Third-Party Claim; provided thataction for which indemnification is sought, prior to the Indemnifying Party assuming and controlling the 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 Party 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 elects to assume the defense andthereof, 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 liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the defense thereof. The Indemnifying Party may settle any action, (B) claim, or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall promptly thereafter provide first give the Indemnitee Indemnified Party advance written notice of its assertion that it does any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not have to be unreasonably conditioned, withheld or - 37 - delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such claim or suit. Each Party’s indemnification obligations under this ARTICLE 12 shall not apply to amounts paid by an indemnification obligation Indemnified Party in settlement of any action with respect of such Third-to a Third Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or soonerclaim, if such settlement is effected without the nature prior written consent of the Third-Party Claim so requires)Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In no event shall the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-settle or xxxxx any Third Party Claim and specifying any reservations in a manner that would diminish the rights or exceptions to its defense. 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 sixty (60) days after receipt interests of the notice Indemnified Party, admit any liability, fault, or guilt by the Indemnified Party, or obligate the Indemnified Party to make any payment, take any action, or refrain from an Indemnitee as provided in Section 4.5(a)taking any action, then without the Indemnitee that is prior written approval of the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnified Party.

Control of Defense. Subject In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or Section 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 any insurer’s rights pursuant give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to any Policies the extent that such Indemnifying Party is actually damaged as a result of either such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the Claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, an and shall cooperate as reasonably requested (at the expense of the Indemnifying Party) in the defense of the Claim. If, due to a conflict of interest or other justification arising under the attorneys’ Rules of Professional Responsibility or Canons of Professional Ethics, the Indemnified Party may elect to defend (and seek to settle or compromise), at requires its own expense and with its own separate counsel, any Third-Party Claim; provided that, prior it will choose counsel reasonably satisfactory to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm to cost thereof will be borne solely by the Indemnitee in writing that, assuming the facts presented to Indemnifying Party. 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, at the sole discretion of the Indemnified Party, either (a) pre-pay to the Indemnified Party the cost of such defense in monetary increments sufficient to keep the Indemnified Party’s counsel paid sixty (60) days in advance for said counsel’s estimated upcoming fees, disbursements and expenses (as estimated in writing by said Indemnified Party’s counsel) or (b) reimburse the Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnitee are trueIndemnified Party in defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Indemnifying 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 thereof and shall consider recommendations made by the 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, subject only to the sentence following, shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Indemnifying Party shall indemnify not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof (a) that does not include a complete and unconditional release of the Indemnitee for Indemnified Party from all liability with respect thereto, (b) that imposes any such damages liability or obligation on the Indemnified Party or (c) that acknowledges fault by the Indemnified Party, without the prior written consent of the Indemnified Party, which in the case of any circumstance described in any of clauses (a), (b) and/or (c) of this sentence, may be withheld in the sole and absolute discretion of the Indemnified Party. If the Parties cannot agree as to the extent resulting fromapplication of Section 10.1 or 10.2 to any claim, or arising out ofpending resolution of the dispute pursuant to Article 11, such Third-Party Claim. Notwithstanding the foregoingParties may conduct separate defenses of all claims, if with the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (irelevant Indemnitee(s) 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 retaining the right to assume claim indemnification from the defense of such Third-other Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (10.1 or sooner, if the nature 10.2 upon resolution 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party underlying Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an An Indemnifying Party may elect (but shall not be required) to defend (and seek to settle or compromise), at its such Indemnifying Party’s own expense and with its by such Indemnifying Party’s own counselcounsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 Party 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 entitled to defend such Third-Party Claim and (C) shall pay the Indemnitee shall have reasonable and documented out-of-pocket fees and expenses of one separate counsel for each Indemnified Party if the right claim for indemnification relates to assume the defense of or arises in connection with any criminal action, indictment or allegation or if such Third-Party ClaimClaim seeks an injunction or equitable relief against any Indemnified Party (and not any Indemnifying Party or any of its Affiliates). Within sixty thirty (6030) days after the receipt of a notice from an Indemnitee Indemnified Party in accordance with Section 4.5(a6.6(a) (or sooner, if the nature of the such Third-Party Claim so requires), the Indemnifying Party shall provide written notice to notify the Indemnitee indicating Indemnified Party of its election whether the Indemnifying Party shall will assume responsibility for defending the such Third-Party Claim and specifying Claim, which election shall specify any reservations or exceptions to its defense. If After notice from an Indemnifying Party elects not to the Indemnified Party of its election to assume responsibility for defending any the defense of a Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party; provided, however, in the event that the Indemnifying Party has elected to assume the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or fails to notify an Indemnitee exceptions in such notice, then, in such case, the reasonable and documented out-of-pocket fees and expenses of its election within sixty (60) days after receipt of one separate counsel for all Indemnified Parties shall be borne by the notice from an Indemnitee as provided in Section 4.5(a)Indemnifying Party; provided, then further, that the Indemnitee that is Indemnifying Party will pay the subject reasonable and documented out-of-pocket fees and expenses of such Third-Party Claim shall be entitled to continue to conduct and control separate counsel if, based on the defense reasonable opinion of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) legal counsel to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectivelyIndemnified Party, a “Shared Third-conflict or potential conflict of interest exists between the Indemnifying Party Claim”), Parent shall have and the sole right to defend and control such portion Indemnified Party which makes representation of any Action relating to such Third-Party Claim to the extent it relates to a Parent Liability, and SpinCo shall have the sole right to defend and control such portion both parties inappropriate under applicable standards of any Action relating to such Third-Party Claim to the extent it relates to a SpinCo Liabilityprofessional conduct.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an The Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 Party 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 such Third-any Claim by giving written notice to the Indemnified Party Claim. Within sixty (60) within [***] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify the Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of the 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 Claim, upon the Indemnifying Party’s relevant notice from an Indemnitee the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in accordance connection with the Claim. Should the Indemnifying Party assume the defense of a Claim, except as provided in Section 4.5(a14.3(c) (or sooner, if the nature of the Third-Party Claim so requiresRight to Participate in Defense), the Indemnifying Party shall provide written notice not be liable to the Indemnitee indicating whether Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Claim unless specifically requested and approved 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 the Indemnified Party from and against the Claim, the Indemnified Party shall assume responsibility for defending reimburse 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 Thirdand all reasonable and verifiable out-of-pocket costs and expenses (including attorneys’ fees and costs of suit) incurred by the Indemnifying Party Claim or fails to notify an Indemnitee of in accordance with this ARTICLE 14 (Indemnification; Liability) in its election within sixty (60) days after receipt defense of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.

Control of Defense. 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 own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the 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 The Indemnifying Party shall indemnify have the Indemnitee right, but not the obligation, to conduct and control, through counsel of its choosing, any action for any such damages to the extent resulting fromwhich indemnification is sought, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, and if the Indemnifying Party assumes such elects to assume the defense andthereof, 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 liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the defense thereof. The Indemnifying Party may settle any action, (B) claim, or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall promptly thereafter provide first give the Indemnitee Indemnified Party advance written notice of its assertion that it does any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not have to be unreasonably conditioned, withheld or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such claim or suit. Each Party’s indemnification obligations under this ARTICLE 10 shall not apply to amounts paid by an indemnification obligation Indemnified Party in settlement of any action with respect of such Third-to a Third Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or soonerclaim, if such settlement is effected without the nature prior written consent of the Third-Party Claim so requires)Indemnifying Party, which consent shall not be unreasonably conditioned, withheld or delayed. In no event shall the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-settle or xxxxx any Third Party Claim and specifying any reservations in a manner that would diminish the rights or exceptions to its defense. 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 sixty (60) days after receipt interests of the notice Indemnified Party, admit any liability, fault, or guilt by the Indemnified Party, or obligate the Indemnified Party to make any payment, take any action, or refrain from an Indemnitee as provided in Section 4.5(a)taking any action, then without the Indemnitee that is prior written approval of the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo LiabilityIndemnified Party.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an The Indemnifying Party may elect to defend (conduct and seek to settle or compromise)control, at through counsel of its own expense and with its own counselchoosing, any Third-Party Claim; provided thataction for which indemnification is sought, prior to the Indemnifying Party assuming and controlling the 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 Party 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 elects to assume the defense andthereof, 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 liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such acknowledgmentIndemnified Party in connection with the defense thereof. The Indemnifying Party may settle any action, (B) claim, or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall promptly thereafter provide first give the Indemnitee Indemnified Party advance written notice of its assertion that it does any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not have to be unreasonably conditioned, withheld or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such claim or suit. Each Party’s indemnification obligations under this ARTICLE 12 shall not apply to amounts paid by an indemnification obligation Indemnified Party in settlement of any action with respect of such Third-to a Third Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within sixty (60) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or soonerclaim, if such settlement is effected without the nature prior written consent of the Third-Party Claim so requires)Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In no event shall the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-settle or xxxxx any Third Party Claim and specifying any reservations in a manner that would diminish the rights or exceptions to its defense. 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 sixty (60) days after receipt interests of the notice Indemnified Party, admit any liability, fault, or guilt by the Indemnified Party, or obligate the Indemnified Party to make any payment, take any action, or refrain from an Indemnitee as provided in Section 4.5(a)taking any action, then without the Indemnitee that is prior written approval of the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party ClaimIndemnified Party. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.254821559 v1

Control of Defense. Subject Buyer (or at Buyer's election, the Acquired Company involved) shall be entitled to any insurer’s rights pursuant to any Policies of either Party, an Indemnifying Party may elect to defend (assume and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling control the defense of such Third-Party Claim, it shall first confirm any Covered Claim with counsel reasonably acceptable to the Indemnitee in writing that, assuming Covered D&O Indemnitee; provided that the facts presented Sellers set forth on Part 8.4 of the Sellers Disclosure Schedule shall be entitled to control the Indemnifying Party by defense of the Indemnitee are true, matters (the Indemnifying Party shall indemnify the Indemnitee for any such damages "EXISTING CLAIMS") set forth thereon to the extent resulting from, or arising out of, that liability of other defendants to such Third-Party Claim. Notwithstanding the foregoing, matters is not disproportionately compromised; and provided further that if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) Buyer (or at Buyer's election, the Indemnifying Party discovers that Acquired Company involved) has not assumed the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect defense of such Third-Party a Covered Claim were not true in all material respects and within thirty (30) days of notice thereof, (ii) Buyer, an Acquired Company or an affiliate of Buyer is also a party to the Covered Claim and the Covered D&O Indemnitee determines in good faith after consultation with independent legal counsel that joint representation would be inappropriate due to a conflict of interest, or (iii) the indemnifying party fails to provide reasonable assurance to the Covered D&O Indemnitee of its financial capacity to defend such untruth provides a reasonable basis for asserting Covered Claim and provide indemnification with respect to such Covered Claim in accordance with this Section 8.4, the Covered D&O Indemnitee may assume and control such Covered Claim. The Covered D&O Indemnitee involved in any such Covered Claim shall be permitted to retain and employ such separate legal counsel at its elects, provided that such Covered D&O Indemnitee shall bear the cost (subject to applicable advance or reimbursement as provided above) of such counsel with respect to Covered Claims the defense of which has been assumed by Buyer (or at Buyer's election, the Acquired Company involved); provided that if Buyer has not so elected to assume and control such defense, Buyer shall bear such cost; and provided further that the Indemnifying Party does not have an indemnification obligation Sellers set forth on Part 8.4 of the Sellers Disclosure Schedule shall be entitled to employ the counsel set forth thereon with respect to the defense of the matters set forth thereon and separate counsel (but no more than one firm or counsel with respect to any single proceeding) in respect the event that the applicable Covered Claim seeks injunctive or similar equitable relief, or damages in excess of $50,000, and in each such Third-Party case Buyer shall bear such cost. If Buyer has assumed the Covered 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 Covered D&O Indemnitee shall have the right to assume the participate in defense of such Third-Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo LiabilityCovered Claims.

Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party(A) At its option, an the Indemnifying Party may elect assume the defense of any Third Party Claim by giving written notice to the Indemnified Party; provided that the Indemnifying Party acknowledges in writing that the Losses resulting from such Third Party Claim are within the scope of indemnified Losses subject to Section 8.1, in the case of Seller as the Indemnifying Party, or Section 8.2, in the case of Purchaser as the Indemnifying Party; provided, further, that the Indemnifying Party shall not be entitled to (A) assume the defense, appeal or settlement of any Third Party Claim if (1) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (2) the Third Party Claim seeks any injunction or equitable relief against any Purchase Indemnitee or Seller Indemnitee, as applicable; or (B) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is failing to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-in good faith the Third Party Claim; provided that. Upon assuming the defense of a Third Party Claim, prior the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible the Indemnified Party shall promptly deliver to the Indemnifying Party assuming all original notices and controlling documents (including court papers) received by any Purchaser Indemnitee or Seller Indemnitee, as applicable, in connection with the 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 Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Third Party Claim. Notwithstanding the foregoingSubject to clause (ii) below, if the Indemnifying Party assumes such the defense and, in the course of defending such Third-a 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 liable to the Indemnified Party for any legal expenses subsequently incurred by such acknowledgmentIndemnified Party or Purchaser Indemnitee or Seller Indemnitee, (B) as applicable, in connection with the Indemnifying Party shall promptly thereafter provide analysis, defense or settlement of 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 such Third-Third Party Claim. Within sixty (60) 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 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 reservations or exceptions to its defense. 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 sixty (60) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein (for the absence of doubt, other than Section 4.11) to the contrary, to the extent a Third-Party Claim involves or would reasonably be expected to involve both a SpinCo Liability and a Parent Liability (collectively, a “Shared Third-Party Claim”), Parent 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 Parent Liability, and SpinCo 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 SpinCo Liability.