Common use of Defense Clause in Contracts

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies In the event the Company of shall be obligated to advance the commencement thereofexpenses for any proceeding against the Indemnitee, the Company will Company, if appropriate, shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceedingsuch proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ legal the Indemnitee’s own counsel in any such Proceedingproceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, but all Expenses related thereto incurred after notice from at the Company of its assumption expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense shall be at Indemnitee’s expense unless: of such proceeding; and (c) if (i) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (iviii) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases all Expenses then the fees and expenses of the Proceeding Indemnitee’s counsel shall be borne by at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and his counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect A person or entity seeking indemnification under this ARTICLE IX (the “Indemnitee”) shall give notice to any Proceeding as the indemnifying Party (the “Indemnitor”) of a Claim or other circumstances likely to which give rise to a request for indemnification, promptly after the Indemnitee notifies the Company becomes aware of the commencement thereofsame. The Indemnitor, with Indemnitee consent, which shall not be unreasonably withheld, conditioned or delayed, shall be afforded the Company will be entitled opportunity to participate in undertake the Proceeding at its own expense defense of and except as to settle by compromise or otherwise provided below, any Claim for which indemnification is available under this ARTICLE IX. The Indemnitor’s selection of legal counsel is subject to the extent the Company Indemnitee’s approval (which approval shall not be unreasonably withheld). If an Indemnitor so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume assumes the defense of any ProceedingClaim, the Company shall Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of the Indemnitee. Indemnitor may not be liable to settle any Claim against Indemnitee under this Agreement or otherwise for consent to any Expenses subsequently incurred final order or judgement regarding same if the settlement, final order or judgement includes an admission of wrongdoing in Indemnitee’s or Affiliate’s name unless Indemnitee or Affiliate, as applicable, consents in writing. If the Indemnitor, upon the expiration of the fifteen (15) days after receipt of notice of a Claim by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have Indemnitee, has not assumed the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption expense of the defense shall thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the Indemnitor, with all reasonable costs and expenses of such defense to be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized paid by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) aboveIndemnitor.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) such Expenses are incurred after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and or (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (iI) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or under this Agreement except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the ProceedingProceeding and such determination has been affirmed any then existing Independent Counsel, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense unless: if (iA) the Company has authorized the employment of legal counsel by Indemnitee has been authorized by at the expense of the Company, (iiB) Indemnitee has shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (iI) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Companycompany. The Company company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding; provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and his or her counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense unless: if (iA) the Company has authorized the employment of legal counsel by Indemnitee has been authorized by at the expense of the Company, (iiB) Indemnitee has shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in of Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in of Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), ; (iii) the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof (including, but not limited to, a claim referred to in Section 11 hereof), the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) ), and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: ; (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses Expense of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company ▇▇▇▇▇ of the commencement thereof, the Company ▇▇▇▇▇ will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company ▇▇▇▇▇ so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company ▇▇▇▇▇ to Indemnitee of its election to assume the defense of any Proceeding, the Company ▇▇▇▇▇ shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with ▇▇▇▇▇’▇ assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company ▇▇▇▇▇ of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company▇▇▇▇▇, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company ▇▇▇▇▇ in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company ▇▇▇▇▇ shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company▇▇▇▇▇. The Company ▇▇▇▇▇ shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company ▇▇▇▇▇ or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee the Officer notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemniteethe Officer. After receipt of notice from the Company to Indemnitee the Officer of its the Company’s election to assume the defense of any Proceedingthereof, the Company shall will not be liable to Indemnitee the Officer under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee the Officer in connection with the defense of such Proceeding thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Officer shall have the right to employ legal its own counsel in such Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee’s the expense unless: of the Officer unless (i) the employment of legal counsel by Indemnitee the Officer has been authorized by the Company, (ii) Indemnitee has the Officer shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Officer in the conduct of the defense of the Proceeding, such Proceeding or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses the fees and expenses of the Proceeding counsel shall be borne by subject to indemnification pursuant to the Companyterms of this Agreement. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee the Officer shall have reasonably made the determination conclusion provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee the Executive notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee the Executive of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee the Executive under this Agreement Annex A or otherwise for any Expenses subsequently incurred by Indemnitee the Executive in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Executive shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemniteethe Executive’s expense unless: (i) the employment of legal counsel by Indemnitee the Executive has been authorized by the Company, (ii) Indemnitee the Executive has reasonably determined that there may be a conflict of interest between Indemnitee the Executive and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee the Executive has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent the Executive and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including the Executive, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b) , then such persons, including the Executive, shall be permitted to employ one additional counsel of their choice and the fees and expenses of such counsel shall be at the expense of the Company. In the event separate counsel is retained by a group of persons including the Executive pursuant to this Section 6(b), the Company shall cooperate with such counsel with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee the Executive shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. This Section 6(b) shall apply only to Type 1 Indemnifiable Events. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee ------- notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate legal counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) in such ProceedingProceeding at Indemnitee’s own expense, but provided that all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemniteethe Company’s expense unlessif any of the following situations occur: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iviii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (vi) any such representation by counsel would be precluded under the applicable standards of professional conduct then prevailing in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for under the circumstances provided for in (ii) and (iii) above or in (iv), (iiiv) and (ivvi) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or shall not continue to retain counsel to defend such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection under this Agreement with the respect to such defense of such Proceeding other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) counsel to Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to Proceeding and such Change in Control), the employment of counsel by Indemnitee determination has been approved affirmed by the any then existing Independent Counsel, or (iviii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding; provided below. that (i) Indemnitee shall have the right to employ legal Indemnitee’s own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and Indemnitee’s counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at Indemnitees expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by Indemnitee has been authorized by at the expense of the Company, (iiB) Indemnitee has shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof (including, but not limited to, a claim referred to in Section 11 hereof), the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any ProceedingProceeding (including costs thereof), the Company shall not be liable to Indemnitee under this Agreement or otherwise for any other Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than except for reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ independent legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unlessunless any one or more of the following occur: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases ((i) through (iv)) all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, ; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanyCompany to the extent provided in Section 2 hereof. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company Mallinckrodt plc and Brand Pharma of the commencement thereof, the Company Brand Pharma will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Brand Pharma so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Brand Pharma to Indemnitee of its election to assume the defense of any Proceeding, the Company Brand Pharma shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Brand Pharma of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the CompanyBrand Pharma, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Brand Pharma in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Brand Pharma shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanyBrand Pharma. The Company Brand Pharma shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company Mallinckrodt plc or Brand Pharma, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Brand Pharma may assume defense of any such proceeding described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b), (iii) and (iv) above).

Defense. With respect 6.2.1. In the event any Claim relating to any Proceeding as to which Indemnitee notifies Covered Events is by or in the Company right of the commencement thereofCorporation or any Subsidiary, Indemnitee may, at the option of Indemnitee, either control the defense thereof or accept the defense provided under the D & O Insurance; provided, however, that Indemnitee may not control the defense if such decision would affect the coverage provided by the D & O Insurance, if any, to Indemnitee, the Company will Corporation, any Subsidiary or the other Directors and officers covered thereby. The Corporation shall not be entitled to assume the defense of any Claim relating to Covered Events brought by or in the right of the Corporation or any Subsidiary. 6.2.2. In the event any Claim relating to Covered Events is other than by or in the right of the Corporation or any Subsidiary, the Corporation shall be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, at the option of the Corporation, the Corporation, alone or jointly with any other notified indemnifying party, shall be entitled to the extent the Company so wishes, it may assume the defense thereof of any such Claim relating to Covered Events of which Indemnitee notifies the Corporation, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election the Corporation's decision to assume the defense of any Proceedingthe Claim, the Company Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding the Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, Claim but all the Expenses related thereto incurred after notice from the Company in connection with employment of its assumption of the defense such counsel shall be at Indemnitee’s expense unless: borne by Indemnitee unless (i) the employment of legal such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between the Corporation and Indemnitee and in the Company in conduct of the defense of the Proceedingsuch Claim, or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Corporation shall not within sixty (60) days in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all the Expenses in connection with employment of the Proceeding Indemnitee's counsel shall be borne by the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or Claim relating to Covered Events as to which Indemnitee shall have made reasonably concluded that there may be a conflict of interest between the determination provided for Corporation and Indemnitee in (ii)the course of defense of such Claim. 6.2.3. The Corporation shall have no obligation under this Agreement with respect to any amounts paid, (iii) and (iv) aboveor to be paid, in settlement of any Claim relating to any Covered Event without the express prior written consent of the Corporation to any related settlement. In no event shall the Corporation authorize any settlement imposing any liability or other obligations on Indemnitee without the express prior written consent of Indemnitee. Neither the Corporation nor Indemnitee shall unreasonably withhold consent to any proposed settlement.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or under this Agreement except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the ProceedingProceeding and such determination has been affirmed any then existing Independent Counsel, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel selected by the Company and reasonably satisfactory acceptable to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel(s) and local counsel of their choice and the reasonable fees and expenses of such counsel(s) shall be at the expense of the Company; provided, however, that such counsel shall, if required by any company with which the Company obtains or maintains insurance, be approved by such company or chosen from amongst the list of counsel approved by such company. In the event separate counsel(s) is retained by Indemnitee and/or by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel(s) with respect to the defense of the Proceeding, including making documents, witnesses and other information related to the defense available to such separate counsel(s) pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company or Company, (y) as to which Indemnitee shall have made the determination provided for in clause (ii), ) above or (z) as to which Independent Counsel has approved the employment of counsel by Indemnitee in accordance with clause (iii) and (iv) above.

Defense. With respect If the facts pertaining to any Proceeding as to which Indemnitee notifies the Company Loss arise out of the commencement thereofclaim of any third party (other than a member of the Purchaser Group or Seller Group, whichever is entitled to indemnification for such matter) and indemnification is available by virtue of the circumstances of the Loss, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may Obligor must assume the defense thereof with or the prosecution thereof, including the employment of counsel reasonably satisfactory or accountants, at its cost and expense. If representation of both the Obligor and the Claimant by such counsel would be inappropriate due to Indemnitee. After notice from actual or potential differing interests between the Company Obligor and the Claimant in such proceeding (such as the availability of defenses to Indemnitee of its election to assume the defense of any ProceedingClaimant), the Company shall not Claimant (together with all other indemnified parties which may be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred represented without conflict by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee one counsel) shall have the right to employ legal counsel in such Proceedingretain one separate counsel, but all Expenses related thereto incurred after notice from with the Company of its assumption of the defense shall reasonable fees and expenses to be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized paid by the CompanyObligor. The Claimant shall have the right to determine and adopt (or, in the case of a proposal by Obligor, to approve) a settlement of such matter in its reasonable discretion, except that Claimant need not consent to any settlement that (ii1) Indemnitee has reasonably determined that there may imposes any nonmonetary obligation or (2) Obligor does not agree to pay in full. The Obligor shall not be a conflict liable for any settlement of interest between Indemnitee and any such claim effected without its prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Whether or not the Company Obligor chooses to so defend or prosecute such claim, all the parties hereto shall cooperate in the defense of the Proceedingor prosecution thereof and shall furnish such records, (iii) after a Change information, and testimony, and attend such conferences, discovery proceedings, hearings, trials, and appeals, as may be reasonably requested in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) aboveconnection therewith.

Defense. With (i) In the event Indemnitee is entitled to indemnification and/or advancement with respect to (A) any claim or Proceeding as to arising solely from events, actions, inactions or other facts occurring after the date on which Indemnitee notifies the Company of the commencement thereofno Board member is a Sponsor Designee, whether singly or jointly designated, the Company will be entitled to participate in the Proceeding may, at its own expense option and except as otherwise provided belowpursuant to paragraph (ii) of this Section 7(c), assume and control the defense or conduct of any claim or Proceeding with respect to Indemnitee, and (B) any other claim or Proceeding, Indemnitee may, at its option, (1) control the defense or conduct of any claim or Proceeding with respect to Indemnitee or (2) require the Company, pursuant to paragraph (ii) of this Section 7(c), to the extent assume or control such defense. (ii) If the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election is required or elects to assume the defense or conduct of any Proceedingclaim or Proceeding pursuant to paragraph (i) of this Section 7(c), the Company shall assume such defense or conduct with counsel selected by the Company and approved by the Indemnitee (which approval shall not be liable to Indemnitee under this Agreement unreasonably withheld, conditioned or otherwise delayed) and shall be solely responsible for any Expenses subsequently incurred by Indemnitee in connection with the defense all fees and expenses of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in and otherwise of such Proceeding, but all Expenses related thereto incurred after notice from defense. Such legal counsel may represent both Indemnitee and the Company of its assumption of (and any other party or parties entitled to be indemnified by the defense shall be at Indemnitee’s expense unless: (i) Company with respect to such matter)unless, in the employment reasonable opinion of legal counsel by Indemnitee has been authorized by the Companyto Indemnitee, (ii) Indemnitee has reasonably determined that there may be is a conflict of interest between Indemnitee and the Company in (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the defense of the Proceeding, Company (or any such other party or parties). (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) and the Company shall not reasonably cooperate in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by with respect to which indemnification is sought hereunder. (iv) The Company may not settle or on behalf of the Company compromise any claim or as Proceeding to which Indemnitee is or could have been a party unless it (a) obtains the prior written consent of Indemnitee, which consent shall have made not be unreasonably withheld, conditioned or delayed or (b) such settlement or compromise solely involves the determination provided for in payment of money, would not impose (ii), (iiidirectly or indirectly) any Expense on Indemnitee and (iv) aboveincludes a complete and unconditional release of Indemnitee from all liability arising from the subject matter of such claim or Proceeding.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company Mallinckrodt plc and Sucampo of the commencement thereof, the Company Sucampo will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Sucampo so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Sucampo to Indemnitee of its election to assume the defense of any Proceeding, the Company Sucampo shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Sucampo of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the CompanySucampo, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Sucampo in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Sucampo shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanySucampo. The Company Sucampo shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company Mallinckrodt plc or Sucampo, (y) as to which Indemnitee shall have made the determination provided for in clause (ii) of this Section 6(b) or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Sucampo may assume defense of any such Proceeding described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b), (iii) and (iv) above).

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishesdesires, it the Company may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. However, the Company shall not be entitled to assume the defense of any Proceeding (a) brought by the Company, or (b) as to which Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding and Indemnitee does in fact assume and conduct the defense. 4.2.1 If the Company assumes the defense, Indemnitee shall furnish such information regarding Indemnitee or the Proceeding in question, as the Company may reasonably request and as may be required in connection with the defense or settlement of such Proceeding and shall fully cooperate with the Company in every other respect. If the Company assumes the defense of the Proceeding, the Company shall take all necessary steps in good faith to defend, settle or otherwise dispose of the Proceeding. 4.2.2 After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses in excess of $10,000 subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided in clauses (a) through (c) below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Proceeding, but all Expenses related thereto in excess of $10,000 incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense 's expense, unless: (ia) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (iib) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change but Indemnitee does not, in Control (other than a Change in Control approved by a majority of fact, assume and conduct the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivc) the Company shall has not, in fact, assumed and is not in fact have employed counsel to assume conducting the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel(s) of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall, if required by any company with which the Company obtains or maintains insurance, be approved by such company or chosen from amongst the list of counsel approved by such company. In the event separate counsel(s) is retained by Indemnitee and/or by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel(s) with respect to the defense of the Proceeding, including making documents, witnesses and other information related to the defense available to such separate counsel(s) pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company or Company, (y) as to which Indemnitee shall have made the determination provided for in clause (ii), ) above or (z) as to which Independent Counsel has approved the employment of counsel by Indemnitee in accordance with clause (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), (iii) the employment of counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall promptly comply with all notification requirement of the insurance policies referenced in Section 8, and the Company shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof within the first three months from its receipt of Indemnitee’s notice with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by by, in the right of or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, ; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made in the determination provided for in event (ii), (iii) and or (iv) aboveabove exists.

Defense. With respect In the event the Corporation shall be obligated to pay the Indemnitee's reasonable Expenses related to any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will Corporation, if appropriate, shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company Corporation and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own separate counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Company of its assumption of Indemnitee's expense; and (ii) the defense Indemnitee shall be have the right to employ his or her own separate counsel in any such Proceeding at Indemnitee’s the Corporation's expense unless: if (iA) the Corporation has authorized the employment of legal counsel by the Indemnitee has been authorized by at the Companyexpense of the Corporation, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.the

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company; and (v) if the Company has selected counsel to represent Indemnitee and other current and former directors, officers and employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 4(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 4(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection under this Agreement with the respect to such defense of such Proceeding other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) counsel to Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the ProceedingProceeding and such determination has been affirmed by any then existing Independent Counsel, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect 6.2.1. In the event any Claim relating to any Proceeding as to which Indemnitee notifies Covered Events is by or in the Company right of the commencement thereofCorporation or any Subsidiary, Indemnitee may, at the option of Indemnitee, either control the defense thereof or accept the defense provided under the D & O Insurance; provided, however, that Indemnitee may not control the defense if such decision would affect the coverage provided by the D & O Insurance, if any, to Indemnitee, the Company will Corporation, any Subsidiary or the other Directors and Officers covered thereby. The Corporation shall not be entitled to assume the defense of any Claim relating to Covered Events brought by or in the right of the Corporation or any Subsidiary. 6.2.2. In the event any Claim relating to Covered Events is other than by or in the right of the Corporation or any Subsidiary, the Corporation shall be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, at the option of the Corporation, the Corporation, alone or jointly with any other notified indemnifying party, shall be entitled to the extent the Company so wishes, it may assume the defense thereof of any such Claim relating to Covered Events of which Indemnitee notifies the Corporation, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election the Corporation's decision to assume the defense of any Proceedingthe Claim, the Company Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding the Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, Claim but all the Expenses related thereto incurred after notice from the Company in connection with employment of its assumption of the defense such counsel shall be at Indemnitee’s expense unless: borne by Indemnitee unless (i) the employment of legal such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between the Corporation and Indemnitee and in the Company in conduct of the defense of the Proceedingsuch Claim, or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Corporation shall not within sixty (60) days in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all the Expenses in connection with employment of the Proceeding Indemnitee's counsel shall be borne by the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or Claim relating to Covered Events as to which Indemnitee shall have made reasonably concluded that there may be a conflict of interest between the determination provided for Corporation and Indemnitee in (ii)the course of defense of such Claim. 6.2.3. The Corporation shall have no obligation under this Agreement with respect to any amounts paid, (iii) and (iv) aboveor to be paid, in settlement of any Claim relating to any Covered Event without the express prior written consent of the Corporation to any related settlement. In no event shall the Corporation authorize any settlement imposing any liability or other obligations on Indemnitee without the express prior written consent of Indemnitee. Neither the Corporation nor Indemnitee shall unreasonably withhold consent to any proposed settlement.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Companycompany. The Company company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. (a) With respect to any Proceeding as to for which the Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise has provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. notice to (b) After notice from the Company to Indemnitee of its election under Section 6.2.(a) to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than expenses, including attorneys' fees, associated with monitoring the Proceeding for purposes of ascertaining whether a conflict between Indemnitee and the Company develops subsequent to the Company's assumption of the defense of the Proceeding, reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: : (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; (iii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company (or any other person or persons included in the joint defense) or (iv) the Company shall has not in fact have within 30 calendar days employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of . (c) If the Proceeding shall be borne Company has selected counsel to represent Indemnitee and Indemnitee reasonably objects to such counsel selected by the Company, then Indemnitee shall be permitted to employ counsel of Indemnitee's choice, and the fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. The In the event separate counsel is retained by an Indemnitee pursuant to this paragraph, the Company shall not be entitled cooperate with Indemnitee with respect to assume the defense of any Proceeding brought by the Proceeding, including making documents, witnesses, and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or on behalf of the Company or confidentiality agreements, as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) aboveappropriate.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there mere may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), ; (iii) the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with ▇▇▇▇▇ ▇. ▇▇▇▇▇ May 20, 2013

Defense. With respect to any Proceeding as to which Indemnitee notifies In the event the Company of shall be obligated to advance the commencement thereofexpenses for any proceeding against the Indemnitee, the Company will Company, if appropriate, shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceedingsuch proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ legal the Indemnitee's own counsel in any such Proceedingproceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ the Indemnitee's own counsel in connection with any such proceeding, but all Expenses related thereto incurred after notice from at the Company of its assumption expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense shall be at Indemnitee’s expense unless: of such proceeding; and (c) if (i) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (iviii) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases all Expenses then the fees and expenses of the Proceeding Indemnitee's counsel shall be borne by at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or under this Agreement except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the ProceedingProceeding and such determination has been affirmed by any then existing Independent Counsel, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company; and (v) if the Company has selected counsel to represent Indemnitee and other current and former directors and officers of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of I▇▇▇▇▇▇▇▇▇’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and his or her counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of the Company's election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee's expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company's expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Corporation shall be obligated to pay the Indemnitee’s reasonable Expenses related to any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will Corporation, if appropriate, shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company Corporation and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own separate counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Company of its assumption of the defense shall be at Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own separate counsel in any such Proceeding at the Corporation’s expense unless: if (iA) the Corporation has authorized the employment of legal counsel by the Indemnitee has been authorized by at the Companyexpense of the Corporation, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), ; (iii) the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph. D. May 20, 2013

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of the Company's election so to do. After delivery of such notice, approval of such counsel by Indemnitee, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee's expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company's expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers if such counsel is well-qualified, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: ; (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses Expense of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Indemnifiable Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Indemnifiable Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, ; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee I▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases cases, all Indemnifiable Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), ) or a situation defined in (iii) and or (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and Indemnitee’s counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding; provided below. that (i) Indemnitee shall have the right to employ legal I▇▇▇▇▇▇▇▇▇’s own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and Indemnitee’s counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitees, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitees (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitees of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee the Indemnitees under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection the Indemnitees with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. Indemnitee that: (i) the Indemnitees shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitees’ expense; and (ii) the Indemnitees shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by Indemnitee has been authorized by the Indemnitees at the expense of the Company, (iiB) Indemnitee has the Indemnitees shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitees in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee I▇▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined determined, based on consultation with legal counsel, that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days (or sooner if the circumstances require) in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel with respect to the defense of the Proceeding, including without limitation making documents, witnesses and other reasonable information related to the defense available to such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in clause (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company; and (v) if the Company has selected counsel to represent Indemnitee and other current and former directors, officers and employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding Claim as to which Indemnitee the Indemnified Party notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may will be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemniteethe Indemnified Party. After notice from the Company to Indemnitee the Indemnified Party of its election to assume the defense of any Proceedingthereof, the Company shall will not be liable to Indemnitee the Indemnified Party under this Agreement or otherwise for any Expenses legal expenses subsequently incurred by Indemnitee the Indemnified Party in connection with the defense of such Proceeding thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Indemnified Party shall have the right to employ legal counsel in such ProceedingClaim, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee’s the expense unless: of the Indemnified Party unless (i) the employment of legal counsel by Indemnitee the Indemnified Party has been authorized by the Company, (ii) Indemnitee has independent legal counsel approved by both the Company and the Indemnified Party reasonably determined concludes that there may is or is likely to be a conflict of interest between Indemnitee the Company and the Company Indemnified Party in the conduct of the defense of the Proceeding, such Claim or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all Expenses the reasonable fees and expenses of the Proceeding counsel shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding Claim brought by or on behalf of the Company or as to which Indemnitee counsel shall have reasonably made the determination conclusion provided for in clause (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case, all Expenses of the Proceeding shall be borne by the Company, subject to the conditions and limitations otherwise provided in this Agreement. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(a), then such persons, including Indemnitee, shall be permitted to employ one additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall, at the election of the Company, be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains directors and officers insurance. In the event separate counsel is retained by a group of persons including Indemnitee pursuant to this Section 6(a), the Company shall cooperate with such counsel with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in clause (ii) in the third sentence of this Section 6(a), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel counsel, and on terms and conditions, reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee Covered Person notifies Parent and the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to IndemniteeCovered Person. After notice from the Company to Indemnitee Covered Person of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee Covered Person under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee Covered Person in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee Covered Person shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at IndemniteeCovered Person’s expense unless: (i) the employment of legal counsel by Indemnitee Covered Person has been authorized by the Company, (ii) Indemnitee Covered Person has reasonably determined that there may be a conflict of interest between Indemnitee Covered Person and the Company and/or Parent in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Specified Change in Control), the employment of counsel by Indemnitee Covered Person has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses Expense of legal counsel of Covered Person in respect of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee Covered Person shall have made the determination employed legal counsel as provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof (including, but not limited to, a claim referred to in Section 11 hereof), the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company's assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) ), and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), ; (iii) the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with ▇▇▇ ▇. ▇▇▇▇ May 20, 2013

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s ’ s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or shall not continue to retain counsel to defend such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If two or more persons who may be entitled to indemnification from the Company, including the Indemnitee, are parties to any Proceeding, the Company may require Indemnitee to use the same legal counsel as the other parties. Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company shall not be liable to Indemnitee under this Agreement for the fees and expenses of separate legal counsel incurred after notice from the Company of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required by the Company to be represented by the same legal counsel. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitees, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitees (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitees of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee the Indemnitees under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection the Indemnitees with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. Indemnitee that: (i) the Indemnitees shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitees’ expense; and (ii) the Indemnitees shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by Indemnitee has been authorized by the Indemnitees at the expense of the Company, (iiB) Indemnitee has the Indemnitees shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitees in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee Indemnitees has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding, the Company will shall be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishesdesires, it the Company may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. However, the Company shall not be entitled to assume the defense of any Proceeding, (i) brought by the Company, or (ii) as to which Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding and Indemnitee does in fact assume and conduct the defense. (a) If the Company assumes the defense, Indemnitee shall furnish such information regarding Indemnitee or the Proceeding in question, as the Company may reasonably request and as may be required in connection with the defense or settlement of such Proceeding and shall fully cooperate with the Company in every other respect. Except as provided in Section 4.3 below, if the Company assumes the defense of the Proceeding, the Company shall take all necessary steps in good faith to defend, settle or otherwise dispose of the Proceeding. (b) After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses in excess of US$25,000 subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided in clauses (b) through (b) below. Indemnitee shall have the right to employ legal Indemnitee’s own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense expense, unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, but Indemnitee does not, in fact, assume and conduct the defense; or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not does not, in fact have employed counsel to fact, assume and conduct the defense of such Proceeding, . (c) Any Expenses incurred by the Company in each of which cases all Expenses defense of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for under this Section 4.2 (except in a situation described in clause (iii), (iii) and or (iviii) of Section 4.2(b)) shall be considered Expenses advanced by the Company to Indemnitee under Section 3 above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company ▇▇▇▇▇▇▇ Controls and Tyco Management of the commencement thereof, the Company ▇▇▇▇▇▇▇ Controls will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company ▇▇▇▇▇▇▇ Controls so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company ▇▇▇▇▇▇▇ Controls to Indemnitee of its election to assume the defense of any Proceeding, the Company ▇▇▇▇▇▇▇ Controls shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company ▇▇▇▇▇▇▇ Controls of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company▇▇▇▇▇▇▇ Controls, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company ▇▇▇▇▇▇▇ Controls in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company ▇▇▇▇▇▇▇ Controls shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by ▇▇▇▇▇▇▇ Controls to the Companyfullest extent permitted by law. The Company ▇▇▇▇▇▇▇ Controls shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company Tyco Management or ▇▇▇▇▇▇▇ Controls, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that ▇▇▇▇▇▇▇ Controls may assume defense of any such proceeding described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b), (iii) and (iv) above).

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company ▇▇▇▇▇▇▇ Controls and Tyco Management of the commencement thereof, the Company Tyco Management will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Tyco Management so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Tyco Management to Indemnitee of its election to assume the defense of any Proceeding, the Company Tyco Management shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Tyco Management of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been authorized by the CompanyTyco Management, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Tyco Management in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee ▇▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, or (iv) the Company Tyco Management shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanyTyco Management. The Company Tyco Management shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company ▇▇▇▇▇▇▇ Controls or Tyco Management, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Tyco Management may assume defense of any such proceeding described in this sentence with ▇▇▇▇▇▇▇▇▇▇’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b), (iii) and (iv) above).

Defense. (a) With respect to any Proceeding as for which the Indemnitee has provided notice to which Indemnitee notifies the Company of the commencement thereofCompany, the Company will be entitled to participate in the Proceeding at its own expense and, unless Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and except as otherwise provided below, to the extent the Company so wishesin the defense of the Proceeding, it the Company may assume the defense thereof of such Proceeding with counsel reasonably satisfactory to Indemnitee. ; provided, however, that under no circumstances may the Company assume the defense of any Proceeding brought by or on behalf of the Company. (b) After notice from the Company to Indemnitee of its election under Section 6.2.(a) to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than expenses, including attorneys’ fees, associated with monitoring the Proceeding for purposes of ascertaining whether a conflict between Indemnitee and the Company develops subsequent to the Company’s assumption of the defense of the Proceeding, reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: : (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; (iii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company (or any other person or persons included in the joint defense) or (iv) the Company shall has not in fact have within 30 calendar days employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of . (c) If the Proceeding shall be borne Company has selected counsel to represent Indemnitee and Indemnitee reasonably objects to such counsel selected by the Company, then Indemnitee shall be permitted to employ counsel of Indemnitee’s choice, and the fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. The In the event separate counsel is retained by an Indemnitee pursuant to this paragraph, the Company shall not be entitled cooperate with Indemnitee with respect to assume the defense of any Proceeding brought by the Proceeding, including making documents, witnesses, and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or on behalf of the Company or confidentiality agreements, as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) aboveappropriate.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee Indmenitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement Agreement, or otherwise otherwise, for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s sole expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) counsel for Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such ProceedingProceeding within thirty (30) days, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), ) and (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will will, if authorized by law and applicable procedural rules, be entitled to participate in the Proceeding at its own expense and except expense. Except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. If requested by the Indemnitee, such counsel shall have substantial experience representing people in the Indemnitee’s position in Proceedings of the type at issue. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with for the defense of such Proceeding other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee I▇▇▇▇▇▇▇▇▇ has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee I▇▇▇▇▇▇▇▇▇ has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iiii) and (ivi) above. If the Company assumes the defense, as described above, I▇▇▇▇▇▇▇▇▇’s right to indemnification for settlement or liability (as opposed to defense costs) shall be determined by the rules set forth for indemnification in this Agreement. By assuming the defense, the Company does not assume responsibility for indemnification for liability or settlement if such indemnification is not otherwise available. If Indemnitee and the Company disagree about whether Indemnitee should have his or her own lawyer, expert or consultant, such dispute shall first be presented to the Independent Counsel. The determination of the Independent Counsel shall be binding on the Company; but if Indemnitee disagrees with the determination he or she may commence an action in an appropriate Delaware court to seek a judicial determination of the issue.

Defense. With respect to any Proceeding Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding Claim at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any ProceedingClaim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such ProceedingClaim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a an actual or potential conflict of interest between Indemnitee and the Company in the defense of the Proceeding, Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Special Counsel, ; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (ivvi) the Company shall not in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all Expenses of the Proceeding Claim shall be borne by the Company. The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any Proceeding Claim brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (iiiv) and (ivvi) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishesdesires, it the Company may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. However, the Company shall not be entitled to assume the defense of any Proceeding, (a) brought by the Company, or (b) as to which Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding and Indemnitee does in fact assume and conduct the defense. 4.2.1 If the Company assumes the defense, Indemnitee shall furnish such information regarding Indemnitee or the Proceeding in question, as the Company may reasonably request and as may be required in connection with the defense or settlement of such Proceeding and shall fully cooperate with the Company in every other respect Except as provided in SECTION 4.3 below, if the Company assumes the defense of the Proceeding, the Company shall take all necessary steps in good faith to defend, settle or otherwise dispose of the Proceeding. 4.2.2 After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses in excess of $10,000 subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided in CLAUSES (A) THROUGH (C) below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense 's expense, unless: (ia) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (iib) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change but Indemnitee does not, in Control (other than a Change in Control approved by a majority of fact, assume and conduct the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivc) the Company shall not does not, in fact have employed counsel to fact, assume and conduct the defense of such Proceeding, . 4.2.3 Any Expenses incurred by the Company in each of which cases all Expenses defense of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for under this SECTION 4.2 (except in a situation described in CLAUSE (iiA), (iiiB) and OR (ivC) of SECTION 4.2.2) shall be considered Expenses advanced by the Company to Indemnitee under SECTION 3 above.

Defense. With respect 6.2.1. In the event any Claim relating to any Proceeding as to which Indemnitee notifies Covered Events is by or in the Company right of the commencement thereofCorporation or any Subsidiary, Indemnitee may, at the option of Indemnitee, either control the defense thereof or accept the defense provided under the D & O Insurance; provided, however, that Indemnitee may not control the defense if such decision would affect the coverage provided by the D & O Insurance, if any, to Indemnitee, the Company will Corporation, any Subsidiary or the other Directors and Officers covered thereby. The Corporation shall not be entitled to assume the defense of any Claim relating to Covered Events brought by or in the right of the Corporation or any Subsidiary. 6.2.2. In the event any Claim relating to Covered Events is other than by or in the right of the Corporation or any Subsidiary, the Corporation shall be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, at the option of the Corporation, the Corporation, alone or jointly with any other notified indemnifying party, shall be entitled to the extent the Company so wishes, it may assume the defense thereof of any suchClaim relating to Covered Events of which Indemnitee notifies the Corporation, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election the Corporation's decision to assume the defense of any Proceedingthe Claim, the Company Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding the Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, Claim but all the Expenses related thereto incurred after notice from the Company in connection with employment of its assumption of the defense such counsel shall be at Indemnitee’s expense unless: borne by Indemnitee unless (i) the employment of legal such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between the Corporation and Indemnitee and in the Company in conduct of the defense of the Proceedingsuch Claim, or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Corporation shall not within sixty (60) days in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all the Expenses in connection with employment of the Proceeding Indemnitee's counsel shall be borne by the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or Claim relating to Covered Events as to which Indemnitee shall have made reasonably concluded that there may be a conflict of interest between the determination provided for Corporation and Indemnitee in (ii)the course of defense of such Claim. 6.2.3. The Corporation shall have no obligation under this Agreement with respect to any amounts paid, (iii) and (iv) aboveor to be paid, in settlement of any Claim relating to any Covered Event without the express prior written consent of the Corporation to any related settlement. In no event shall the Corporation authorize any settlement imposing any liability or other obligations on Indemnitee without the express prior written consent of Indemnitee. Neither the Corporation nor Indemnitee shall unreasonably withhold consent to any proposed settlement.