Common use of Expense Advances Clause in Contracts

Expense Advances. If so requested by Indemnitee, Tyco Management shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested Notwithstanding any provision of this Agreement to the contrary, the Company shall make Expense Advances, to the extent not prohibited by applicable law, to an Indemnitee in connection with any Claim (or any part of any Claim) not initiated by Indemnitee, Tyco Management and such advancement shall advance be made within twenty (within five business 20) days after the receipt by the Company of a statement or statements requesting such request) advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to or after final disposition of any Claim. Expense Advances shall be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 13(e), advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only qualify for advances upon the execution and delivery to Tyco Management the Company of this Agreement, which shall constitute an undertaking by or on behalf of the providing that Indemnitee undertakes to repay the amount thereof if amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 3 shall not (unless a court of competent jurisdiction shall determine otherwise) be required apply to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed any claim made by Indemnitee (who hereby agrees for which indemnity is excluded pursuant to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon10.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business (5) days of such request) any and all Expenses to Indemnitee (an “Expense Advance”)) relating to, arising out of or resulting from any Proceeding related to an Indemnifiable Event paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, (i) at the final disposition of the Proceeding to which the Expense Advance was related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Proceeding. Indemnitee’s right to such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and subject to the extent that the Reviewing Party has determined that Indemnitee satisfaction of any standard of conduct and is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Proceeding or Indemnifiable Event. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 2(b) or 2(f). In connection with any Expense Advance, Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as provided Exhibit A (subject to Indemnitee filling in Section 4the blanks therein and selecting from among the bracketed alternatives therein), any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law which shall not be binding, secured and Indemnitee shall not bear interest and shall be required accepted by the Company without reference to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation ability to reimburse Tyco Management for repay the Expense Advances Advances. In no event shall Indemnitee’s right to the payment, advancement, or reimbursement of Expenses pursuant to this Section 2(c) be unsecured and no interest shall be charged thereon.conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementthe Company, and (ii) Tyco Management the Company shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 45, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that) within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such Expense Advance whether prior to or after final disposition of any Proceeding. Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of in form and substance reasonably satisfactory to the Company providing that the Indemnitee undertakes to repay the amount thereof advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. Advances shall not (unless a court include any and all reasonable Expenses incurred pursuing an action to enforce this right of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidadvancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management whether in a single instance or from time to time, the Company shall advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed); while any such final judicial determination is pending, the Company shall be obligated to provide Expense Advances. Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”), to the extent that the Company is permitted to do so under applicable law; provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to the reimburse Tyco Managementthe Company) for all such amounts theretofore paidpaid in connection with the Proceeding then in question. Without affecting the generality of the foregoing, the Company may advance moneys for costs, charges and expenses incurred by the offer in defending any civil or criminal proceedings against the Indemnitee, on condition that the Indemnitee shall repay the advance if any allegation of fraud or dishonesty is proved against them. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that) within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such Expense Advance whether prior to or after final disposition of any Proceeding. Advances shall be made only without regard to Indemnitee's ability to repay the Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by in form and substance reasonably satisfactory to the Company that meets the requirements of ORS 60.397 or on behalf of any successor provision providing that the Indemnitee undertakes to repay the amount thereof advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. Advances shall not (unless a court include any and all reasonable Expenses incurred pursuing an action to enforce this right of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidadvancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Oregon to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so (a) Except as set forth in subparagraph Section 8(b) below, the Company will, if requested by Indemnitee, Tyco Management shall advance advance, to the fullest extent permitted by law, to Indemnitee (within five business days of such requesthereinafter an “Expense Advance”) any and all Expenses (as defined in subparagraph (d) below) actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding (whether prior to Indemnitee (an “or after its final disposition). Indemnitee’s right to each Expense Advance will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Certificate of Incorporation or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance”); provided thatprovided, (i) such however, that an Expense Advance shall will be made only upon delivery to Tyco Management the Company of a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, and a written undertaking (hereinafter an undertaking “Undertaking”), by or on behalf of the Indemnitee Indemnitee, to repay the amount thereof such Expense Advance if it is ultimately determined determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, or is not entitled to be indemnified by Tyco Managementfor such Expenses under the Certificate of Incorporation, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine Bylaws, the Delaware General Corporation Law, this Agreement or otherwise) be required to make . An Expense eligible for an Expense Advance if will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Section 8 including Expenses incurred preparing and forwarding statements to the extent that Company to support the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereonclaimed.

Expense Advances. If so requested by Indemnitee, Tyco Management to the fullest extent permitted by law and the Company’s Articles of Association, the Company shall advance (within five ten business days of such request) any and all Expenses (in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) to Indemnitee (in either case, an “Expense Advance”); provided that, (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management Brand Pharma shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management Brand Pharma of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco ManagementBrand Pharma, (ii) Tyco Management Brand Pharma shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management Brand Pharma shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco ManagementBrand Pharma) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management Brand Pharma for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management Brand Pharma for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided thatprovided, that (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, the Company; (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid; and (iii) such an Expense Advance shall only be made if permitted under applicable law. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 45, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”); provided that") within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such Expense Advance whether prior to or after final disposition of any Proceeding. Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of in form and substance reasonably satisfactory to the Company providing that the Indemnitee undertakes to repay the amount thereof advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. Advances shall not (unless a court include any and all reasonable Expenses incurred pursuing an action to enforce this right of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidadvancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall ---------------- advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementthe Company, and (ii) Tyco Management the Company shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 45, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten business days of such request) any and all Expenses (in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) to Indemnitee (in either case, an “Expense Advance”); provided that, (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so Except as set forth in Section 4.2, the Corporation will, if requested by Indemnitee, Tyco Management shall advance advance, to the fullest extent permitted by law, to Indemnitee (within five business days of such requesthereinafter an “Expense Advance”) any and all Expenses to Indemnitee actually and reasonably paid or incurred (an “Expense Advance”); provided that, (ieven if unpaid) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of Indemnitee in connection with any Proceeding (whether prior to or after its final disposition); provided, however, that Indemnitee shall return, without interest, any such Expense Advance (or portion thereof) which remains unspent after the Indemnitee final disposition of the Proceeding to which the Expense Advance related, and after full and final payment of all Expenses to the extent indemnifiable hereunder. Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, the D&O Insurance Policies, the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Corporation without regard to Indemnitee’s ability to repay the amount thereof if Expense Advance. Indemnitee hereby undertakes to repay such Expense Advance if, and to the extent that, it is ultimately determined determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Constituent Documents, the D&O Insurance Policies, the DGCL, this Agreement or otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by Tyco Managementor on behalf of Indemnitee, which shall constitute the requisite undertaking with respect to repayment of an Expense Advance made hereunder and no other form of undertaking shall be required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee. An Expense eligible for an Expense Advance will include (i) any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Corporation to support the Expense Advances claimed, and (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and notwithstanding anything herein to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawcontrary, and (iii) if and to the extent that the Reviewing Party determines after payment any advance of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) expenses provided for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon8.4.

Expense Advances. If so requested If, by reason of Indemnitee’s Corporate Status, Tyco Management shall Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance (within five business days of such request) any and all Expenses to incurred by or on behalf of Indemnitee (an “Expense Advance”); provided that, (i) in connection with such Expense Advance Proceeding. Such advance or advances shall be made only upon delivery within ten days after the receipt by the Company of a statement or statements requesting such advance or advances from time to Tyco Management time, whether prior to or after final disposition of such Proceeding and may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advancement to Indemnitee of funds in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of the Indemnitee to repay reimburse the amount thereof if portion of any Expenses advanced to Indemnitee, relating to claims, issues or matters in the Proceeding as to which it is shall ultimately determined be established, by clear and convincing evidence, that the standard of conduct has not been met by Indemnitee is and which have not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to been successfully resolved as described in Section 2.5. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawProceeding, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management such Expenses shall be entitled allocated on a reasonable and proportionate basis. The undertaking required by this Section 2.6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation financial ability to reimburse Tyco Management for Expense Advances shall be unsecured repay such advanced Expenses and no interest shall be charged thereonwithout any requirement to post security therefor.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) to Indemnitee any and all Applicable Expenses to incurred by Indemnitee (an “Expense Advance”) within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such Expense Advance (together with reasonable supporting documentation in the possession of Indemnitee or available to Indemnitee with respect to the Applicable Expenses incurred); provided that, (i) such whether prior to or after final disposition of any Proceeding. Any Expense Advance shall be made only upon delivery without regard to Tyco Management of an undertaking by or on behalf of the Indemnitee Indemnitee’s ability to repay the amount thereof if it is ultimately determined that of the Expense Advance and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. Indemnitee is not entitled hereby agrees to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an repay the Expense Advance if and to the extent that the Reviewing Party has it is ultimately determined by a final judicial determination (as to which all rights of appeal therefrom have been exhausted or have lapsed) that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed indemnification by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidthe Company under this Agreement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled entitled, under applicable law, to indemnification or Expense Advancebe indemnified under this Agreement, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would is not be permitted entitled, under applicable law, to be indemnified under applicable law this Agreement shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed)) is made that Indemnitee is not entitled, under applicable law, to be indemnified under this Agreement. Indemnitee’s obligation to reimburse Tyco Management the Company for any Expense Advances Advance shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested Notwithstanding any provision of this Agreement to the contrary (other than Sections 13(d) and 13(e)), the Company shall make Expense Advances, to the extent not prohibited by law, to an Indemnitee in connection with any Claim (or any part of any Claim) not initiated by Indemnitee, Tyco Management and such advancement shall advance be made within twenty (within five business 20) days after the receipt by the Company of a statement or statements requesting such request) advances from time to time (which shall include invoices received by the Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to or after final disposition of any Claim. Expense Advances shall be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 13(e), advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only qualify for advances upon the execution and delivery to Tyco Management the Company of this Agreement, which shall constitute an undertaking by or on behalf of providing that the Indemnitee undertakes to repay the amount thereof if amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 3 shall not (unless a court of competent jurisdiction shall determine otherwise) be required apply to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed any claim made by Indemnitee (who hereby agrees for which indemnity is excluded pursuant to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon10.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that) within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such Expense Advance whether prior to or after final disposition of any Proceeding. Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of in form and substance reasonably satisfactory to the Company providing that the Indemnitee undertakes to repay the amount thereof advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. Advances shall not (unless a court include any and all reasonable Expenses incurred pursuing an action to enforce this right of competent jurisdiction shall determine otherwise) be required to make an Expense Advance advancement if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawrequested by Indemnitee, and (iii) if the Company shall advance such Expenses to Indemnitee on such terms and to conditions as the extent that the Reviewing Party determines after payment Board of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidDirectors deems appropriate. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereonthereon except as otherwise determined by the Board in an action to enforce a right of advancement.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall ---------------- advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, that (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so (a) To the fullest extent permitted by applicable law and except as set forth in Section 8(b), the Company will, if requested by Indemnitee, Tyco Management shall advance to Indemnitee (within five business days of such requesthereinafter an “Expense Advance”) any and all Expenses (as defined in Section 8(d)) actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding (whether prior to Indemnitee (an “or after its final disposition). Indemnitee’s right to each Expense Advance will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Certificate of Incorporation or Bylaws or otherwise. Each Expense Advance will be unsecured and interest-free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance”); provided thatprovided, (i) such however, that an Expense Advance shall requested by Indemnitee in connection with and prior to the disposition of a Proceeding arising from Indemnitee’s status as an officer or director of the Company (but not in any other capacity in which Indemnitee may have rendered services to the Company) will be made only upon delivery to Tyco Management the Company of (i) a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, and (ii) a written undertaking (hereinafter an undertaking “Undertaking”) by or on behalf of the Indemnitee to repay the amount thereof such Expense Advance if it is ultimately determined by a final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the Delaware General Corporation Law, or is not entitled to be indemnified by Tyco Managementfor such Expenses under the Certificate of Incorporation, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine Bylaws, the Delaware General Corporation Law, this Agreement or otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”)) in connection with any Proceeding; provided that, (i) that such an Expense Advance shall be made only upon delivery to Tyco Management of on the condition that an undertaking by or on behalf of the Indemnitee shall have been made to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementthe Company; provided, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent further, that the Reviewing Party has determined that execution and delivery by Indemnitee is not permitted to be indemnified under applicable law, and (iii) if hereof shall constitute such undertaking. If and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If ; provided that if Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance Advance, until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). The advancement of Expenses provided for in this Agreement shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by IndemniteeNotwithstanding any other provision of this Agreement, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that) in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such Expense Advance whether prior to or after final disposition of any Proceeding. Advances shall be made only upon delivery without regard to Tyco Management Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of an this Agreement. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of the Indemnitee to repay the amount thereof any Expenses advanced if it is shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement if requested by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidIxxxxxxxxx. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, Tyco Management shall advance advance, to the fullest extent permitted by law, to Indemnitee (within five business days of such requesthereinafter an “Expense Advance”) any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding (whether prior to Indemnitee (an “or after its final disposition). Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Articles or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance”); provided provided, however, that, (i) such if applicable law requires, an Expense Advance shall will be made only upon delivery to Tyco Management the Company of a written affirmation by Indemnitee of such Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the TBCA and a written undertaking (hereinafter an undertaking “Undertaking”), by or on behalf of the Indemnitee Indemnitee, to repay the amount thereof such Expense Advance if it is ultimately determined determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee has not met the standard of conduct necessary for indemnification under the TBCA or is not entitled to be indemnified by Tyco Managementfor such Expenses under the Articles, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine Bylaws, the TBCA, this Agreement or otherwise) be required to make . An Expense eligible for an Expense Advance if will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the extent that Company to support the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereonclaimed.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten (10) business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, that (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party Independent Counsel (appointed in accordance with Section 3) determines after payment of one or more Expense Advances in a written opinion to the Company and Indemnitee that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party Independent Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, Tyco Management shall advance advance, to the fullest extent permitted by law, to Indemnitee (within five business days of such requesthereinafter an “Expense Advance”) any and all Expenses to Indemnitee incurred (an “Expense Advance”); provided that, (ieven if unpaid) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of Indemnitee in connection with any Proceeding (whether prior to or after its final disposition); provided, however, that Indemnitee shall return, without interest, any such Expense Advance (or portion thereof) which remains unspent after the Indemnitee final disposition of the Proceeding to which the Expense Advance related, and after full and final payment of all Expenses to the extent indemnifiable hereunder. Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, under the D&O Insurance Policies, the Constituent Documents or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to Indemnitee’s ability to repay the amount thereof if Expense Advance. Indemnitee hereby undertakes to repay such Expense Advance if, and to the extent that, it is ultimately determined determined, by final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Constituent Documents, the D&O Insurance Policies, the DGCL, this Agreement or otherwise. Indemnitee shall qualify for an Expense Advance upon the execution and delivery of this Agreement by Tyco Managementor on behalf of Indemnitee, which shall constitute the requisite undertaking with respect to repayment of an Expense Advance made hereunder and no other form of undertaking shall be required to qualify for an Expense Advance made hereunder other than the execution of this Agreement by or on behalf of Indemnitee. An Expense eligible for an Expense Advance will include (i) any and all Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the Company to support the Expense Advances claimed, and (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and notwithstanding anything herein to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawcontrary, and (iii) if and to the extent that the Reviewing Party determines after payment any advance of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) expenses provided for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon8.4.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten business days of such request) any and all Expenses to incurred by Indemnitee (an “Expense Advance”); provided that, that (i) such an Expense Advance shall be made only upon execution and delivery to Tyco Management the Company of this Agreement which shall constitute an undertaking by or on behalf of the Indemnitee to repay the amount thereof if and to the extent it is ultimately determined by the Delaware Chancery Court that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable Delaware law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration the Delaware Chancery Court to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under Delaware law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable Delaware law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. To the extent permissible under third party policies, the Company agrees that invoices for Expense Advances shall be billed in the name of and be payable directly by the Company.

Expense Advances. If so requested by Indemnitee, Tyco Management Sucampo shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management Sucampo of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco ManagementSucampo, (ii) Tyco Management Sucampo shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Sucampo under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Sucampo under applicable law, Tyco Management Sucampo shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco ManagementSucampo) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Sucampo under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management Sucampo for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management Sucampo for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance within ten (within five 10) business days of such request) request any and all Expenses to Indemnitee (an “Expense Advance”"EXPENSE ADVANCE"); provided thatPROVIDED, HOWEVER, that (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who for all such amounts, and Indemnitee hereby agrees to reimburse Tyco Management) the Company promptly for all such amounts theretofore paidthe same. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section SECTION 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be bindingbinding on the court for purposes of that judicial determination, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which and all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five twenty business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, that (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an a suitable undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementthe Company, and (ii) Tyco Management the Company shall not (unless a court of competent jurisdiction shall determine otherwise) be required make or continue to make man an Expense Advance if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the indemnitee acted in bad faith or in a manner that the indemnitee did not reasonably believe to be in or not opposed to the extent best interests of the Corporation, or, with respect to any criminal proceeding, that the Reviewing Party has determined that Indemnitee is indemnitee had reasonable cause to believe his or her conduct was unlawful, such determination being made by (1) the Board by a majority vote of directors who are not permitted parties to be indemnified under applicable lawsuch proceeding, and whether or not such majority constitutes a quorum, (iii2) if and by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum, or (3) the Independent Counsel (appointed in accordance with Section 3) in a written opinion to the extent that the Reviewing Party determines after payment of one or more Expense Advances Company and Indemnitee that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee Xxxxxxxxxx (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party Board, committee of directors, or Independent Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five 20 business days of such request) any and all Expenses (including without limitation Expenses incurred pursuant to Section 5 of this Agreement) to Indemnitee (an “"Expense Advance”"); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to (which determination shall be indemnified under applicable law, and (iii) made by outside counsel if and to the extent that the Reviewing Party is the Board or any committee thereof) determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to to, and shall, reimburse Tyco Managementthe Company) for all such amounts theretofore paidpaid in connection with the Proceeding then in question. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). From and after the date that the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified under applicable law (which determination shall be made by outside counsel if the Reviewing Party is the Board or any committee thereof), the Company shall have no further obligation to advance Expenses until such time that a court of competent jurisdiction makes a final and non-appealable determination that Indemnitee is entitled to be indemnified for such Proceeding. Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management Covidien Ltd. shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management Covidien Ltd. of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco ManagementCovidien Ltd., (ii) Tyco Management Covidien Ltd. shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management Covidien Ltd. shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco ManagementCovidien Ltd.) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management Covidien Ltd. for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management Covidien Ltd. for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business (5) days of such request) any and all Expenses to Indemnitee (an “Expense Advance”)) relating to, arising out of or resulting from any Proceeding related to an Indemnifiable Event paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, (i) at the final disposition of the Proceeding to which the Expense Advance was related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Proceeding. Indemnitee’s right to such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and subject to the extent that the Reviewing Party has determined that Indemnitee satisfaction of any standard of conduct and is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Proceeding or Indemnifiable Event. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 2(b) or 2(f). In connection with any Expense Advance, Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as provided Exhibit A (subject to Indemnitee filling in Section 4the blanks therein and selecting from among the bracketed alternatives therein), any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law which shall not be binding, secured and Indemnitee shall not bear interest and shall be required accepted by the Company without reference to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation ability to reimburse Tyco Management for repay the Expense Advances. In no event shall Indemnitee’s right to the payment, advancement, or reimbursement of Expense Advances shall pursuant to this Section 2(c) be unsecured and no interest shall be charged thereon.conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

Expense Advances. If so requested by Indemniteethe Indemnitee requests, Tyco Management shall advance (the Company will advance, within five 10 business days of after such request) , any and all Expenses that the Indemnitee pays or incurs by paying such Expenses on the Indemnitee’s behalf, by advancing to the Indemnitee funds in an amount sufficient to pay such Expenses, and/or by reimbursing the Indemnitee for such expenses (each, an “Expense Advance”); provided that. By signing and delivering this Agreement, (i) the Indemnitee will qualify for such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, Advances and (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required the Indemnitee covenants to make an repay any such Expense Advance Advances if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration ultimately determines in a final judgment, not subject to secure a determination appeal, that the Indemnitee is not entitled to receive Company indemnification or with respect to such Expense AdvanceAdvances. Until any such court makes such a final determination, as provided in Section 4not subject to appeal, any determination made by that the Reviewing Party that Indemnitee would is not be permitted entitled to be indemnified under applicable law shall not be bindingsuch indemnification, and the Indemnitee shall will not be required to reimburse Tyco Management for any repay such Expense Advance until a final determination is made with respect thereto (as Advances to which all rights of appeal therefrom have been exhausted or have lapsedthe Company, and the Indemnitee will continue to receive Expense Advances under this Section 2(d). The Indemnitee’s reimbursement obligation to reimburse Tyco Management the Company for Expense Advances shall will be unsecured and no interest shall will be charged thereonon such reimbursement obligation. To the extent permissible under third-party policies or agreements, invoices for Expense Advances will be billed in the Company’s name and will be payable directly by the Company. For purposes of any Expense Advance for which the Indemnitee has requested payment under this Agreement, all Expenses included in such Expense Advance will be conclusively presumed to be reasonable if the Indemnitee’s counsel certifies that such Expenses are reasonable.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, ) within ten (i10) Business Days after the receipt by the Company of a statement or statements from Indemnitee requesting such Expense Advance or Expense Advances, whether prior to or after final disposition of any Proceeding. Expense Advances shall be made only upon delivery without regard to Tyco Management of an undertaking by or on behalf of the Indemnitee Indemnitee’s ability to repay the amount thereof Expense Advances and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. Indemnitee shall, and hereby undertakes to, repay the Expense Advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. Indemnitee shall not (unless a court make any such repayment promptly following written notice of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more any such determination. Expense Advances that Indemnitee would not be permitted shall include any and all reasonable Expenses incurred pursuing an action to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidenforce this right of advancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under this Agreement or applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so Except as set forth in Section 4.2, the Company will, if requested by IndemniteeIxxxxxxxxx, Tyco Management shall advance to Indemnitee (within five business days of such requesthereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Proceeding or in connection with Indemnitee’s enforcement of this Agreement. Indemnitee’s right to each Expense Advance will not be conditioned upon a prior determination under Article 6 of this Agreement that the Indemnitee (an “has met the Standard of Conduct and Indemnitee’s right to each Expense Advance will continue, regardless of the Company’s view as to Indemnitee’s ultimate entitlement to indemnification, until the Standard of Conduct determination has been made pursuant to Article 6, which as permitted by Article 6, may not be made earlier than the final disposition of any Proceeding, including any appeal therein. Each Expense Advance will be unsecured, will not bear interest and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance”); provided that, (i) such . The Indemnitee shall qualify for Expense Advance shall be made only Advances incurred in connection with a Proceeding or the enforcement of this Agreement upon the execution and delivery to Tyco Management the Company of this Agreement, which shall constitute an undertaking by or on behalf of the Indemnitee to repay the amount thereof promptly any and all Expense Advances if it is ultimately determined by the Determining Body that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management for such Expenses under Section 6.2 of this Agreement. No other form of undertaking shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make other than the execution of this Agreement. An Expense eligible for an Expense Advance if will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the extent Company to support the Expense Advances claimed; provided that the Reviewing Party has determined Company shall bear the burden of proving that Indemnitee is any such Expenses are not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereonreasonable.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”); provided that, (iAdvances") within 20 calendar days after the receipt by the Company of a statement from Indemnitee requesting such Expense Advance Advances, whether before or after final disposition of any Proceeding. Expense Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for Expense Advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of (in form and substance reasonably satisfactory to the Company) providing that the Indemnitee undertakes to repay the amount thereof Expense Advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Company. Expense Advances that Indemnitee would not be permitted shall include any and all Expenses incurred pursuing an action to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidenforce this right of advancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. For the sake of clarity, Expense Advances shall not be considered personal loans.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”); provided that, ") within fifteen (i15) Business Days after the receipt by the Company of a statement or statements from Indemnitee requesting such Expense Advance or Expense Advances, whether prior to or after final disposition of any Proceeding. Expense Advances shall be made only without regard to Indemnitee's ability to repay the Expense Advance and without regard to Indemnitee's ultimate entitlement to indemnification under the provisions of this Agreement. Except as may be required by any applicable Banking Regulations in any Bank Proceeding, Indemnitee shall qualify for Expense Advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of in form and substance reasonably satisfactory to the Company providing that Indemnitee undertakes to repay the amount thereof Expense Advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Company. Expense Advances that Indemnitee would not be permitted shall include any and all reasonable Expenses incurred pursuing an action to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidenforce this right of advancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under this Agreement or applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense AdvanceAdvances”); provided that, (i) within 20 calendar days after the receipt by the Company of a statement from Indemnitee requesting such Expense Advance Advances, whether before or after final disposition of any Proceeding. Expense Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for Expense Advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of (in form and substance reasonably satisfactory to the Company) providing that the Indemnitee undertakes to repay the amount thereof Expense Advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Company. Expense Advances that Indemnitee would not be permitted shall include any and all Expenses incurred pursuing an action to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidenforce this right of advancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. For the sake of clarity, Expense Advances shall not be considered personal loans.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that) within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such whether prior to or after final disposition of any Proceeding. Expense Advance Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for such Expense Advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of in form and substance reasonably satisfactory to the Company providing that the Indemnitee undertakes to repay the amount thereof Expense Advances if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. Expesnse Advances shall not (unless a court include any and all reasonable Expenses incurred pursuing an action to enforce this right of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidadvancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”"EXPENSE ADVANCE"); provided that, (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s 's obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense AdvanceAdvances”); provided that, (i) within 20 calendar days after the receipt by the Company of a statement from Indemnitee requesting such Expense Advance Advances, whether before or after final disposition of any Proceeding. Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of (in form and substance reasonably satisfactory to the Company) providing that the Indemnitee undertakes to repay the amount thereof advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. Advances shall not (unless a court include any and all Expenses incurred pursuing an action to enforce this right of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidadvancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management to the fullest extent permitted by law or stock exchange regulation and the Company’s Articles of Association, the Company shall advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable lawlaw or stock exchange regulation, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification should be indemnified under applicable law or Expense Advancestock exchange regulation, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law or stock exchange regulation shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management Mallinckrodt plc shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management Mallinckrodt plc of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementagainst such Expenses, (ii) Tyco Management Mallinckrodt plc shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Mallinckrodt plc under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Mallinckrodt plc under applicable law, Tyco Management Mallinckrodt plc shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco ManagementMallinckrodt plc) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Mallinckrodt plc under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management Mallinckrodt plc for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management Mallinckrodt plc for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”) within thirty (30) Business Days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances (which statement or statements shall satisfy the reasonable detail requirement of Section 3(a) above); provided that, (i) such Expense Advance whether prior to or after final disposition of any Claim relating to an Indemnifiable Event. Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of in form and substance reasonably satisfactory to the Company providing that the Indemnitee undertakes to repay the amount thereof advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementthe Company. In connection with any request for Expense Advances, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement. However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 3(b) shall be repaid. Indemnitee shall be required to reimburse Tyco Management for any Expense Advance until the Company in the event that a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted that such action brought by Indemnitee was frivolous or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereonnot made in good faith.

Expense Advances. If so requested by Indemnitee, Tyco Management Mallinckrodt plc shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management Mallinckrodt plc of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco ManagementMallinckrodt plc, (ii) Tyco Management Mallinckrodt plc shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Mallinckrodt plc under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Mallinckrodt plc under applicable law, Tyco Management Mallinckrodt plc shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco ManagementMallinckrodt plc) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Mallinckrodt plc under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management Mallinckrodt plc for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management Mallinckrodt plc for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested Expenses incurred by Indemnitee, Tyco Management an Indemnitee shall be paid by the Company in advance (within five business days of such request) any and all Expenses to Indemnitee the final disposition of a Proceeding (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the . Indemnitee undertakes to repay the amount thereof of each Expense Advance if it is shall ultimately be determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management the Company. No further confirmation of this undertaking to repay the amount of each Expense Advance or other agreement to repay the amount of each Expense Advance shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that from Indemnitee unless the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and provided a written determination to the extent Indemnitee that such a further undertaking or agreement is required by law. Indemnitee’s undertaking to repay the Reviewing Party determines after payment amount of one or more each Expense Advance shall be unsecured and no interest shall be charged thereon. The Company shall pay to Indemnitee the amount of each requested Expense Advance within 20 days following receipt from Indemnitee of a written request for an Expense Advance. Indemnitee shall have the right to enforce Indemnitee’s rights for Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidas provided in Section 4(b). If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 44(b), any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed) is made with respect thereto. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnification is excluded pursuant to Section 2(b) or 2(f). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, that (i) such an Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable lawCompany, and (iiiii) if and to the extent that the Reviewing Party Independent Counsel (appointed in accordance with Section 3) determines after payment of one or more Expense Advances in a written opinion to the Company and Indemnitee that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party Independent Counsel that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested The Companies will, upon request by the Indemnitee, Tyco Management shall advance make advances (within five business days of such request) any and all Expenses to Indemnitee (an “Expense AdvanceAdvances”); provided that) to the Indemnitee of all amounts for which the Indemnitee seeks indemnification under this Agreement before the final disposition of the relevant proceeding. Expense Advances may include anticipated expenses. In connection with such requests, (i) the Indemnitee will provide the Companies with a written affirmation of the Indemnitee’s good faith belief that the Indemnitee is legally entitled to indemnification, along with sufficient particulars of the expenses to be covered by the proposed Expense Advance to enable the Companies to make an assessment of its reasonableness. The Indemnitee’s entitlement to such Expense Advance shall will include those expenses incurred in connection with proceedings by the Indemnitee against the Companies seeking an adjudication or award pursuant to this Agreement. The Companies will make payment to the Indemnitee within 10 days after the Companies have received the foregoing information from the Indemnitee. All expenses for which indemnification is sought must be made only upon delivery reasonable and Expense Advances must relate to Tyco Management of an undertaking by or on behalf expenses anticipated within a reasonable time of the request. The Indemnitee will repay to repay the amount thereof if it is ultimately determined that Indemnitee is Companies all Expense Advances not entitled to be indemnified by Tyco Managementactually required, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an and all Expense Advance Advances if and to the extent that the Reviewing Party has it is finally determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that the Indemnitee is not entitled to indemnification or under this Agreement. If requested by the Companies, the Indemnitee will provide a written undertaking to the Companies confirming the Indemnitee’s obligations under the preceding sentence as a condition to receiving an Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management Sucampo shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management Sucampo of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementagainst such Expenses, (ii) Tyco Management Sucampo shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party (as defined below) has determined that Indemnitee is not permitted to be indemnified by Sucampo under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified by Sucampo under applicable law, Tyco Management Sucampo shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco ManagementSucampo) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings any action, suit, litigation or proceeding in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified by Sucampo under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management Sucampo for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management Sucampo for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that) within twenty (20) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such Expense Advance whether prior to or after final disposition of any Proceeding. Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances either: (a) upon the execution and delivery to Tyco Management of an undertaking which is satisfactory to the Company in form and substance; or, (b) by or the Company electing to rely on behalf the Indemnitee’s execution of the Indemnitee this Agreement and therefore agreeing to repay any advance if and to the amount thereof if extent that it is ultimately determined that said Indemnitee is not entitled to be indemnified by Tyco Managementthe Company. The Company can require, (ii) Tyco Management shall but is not (unless a court of competent jurisdiction shall determine otherwise) be required to make do so, a separate undertaking to repay advances. Advances shall include any and all reasonable Expenses incurred pursuing an Expense Advance if and action to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment enforce this right of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidadvancement. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Delaware to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 43, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereonthereon (except to the extent required by law).

Expense Advances. If so Except as set forth in Section 4.2, the Company will, if requested by Indemnitee, Tyco Management shall advance to Indemnitee (within five business days of such requesthereinafter an “Expense Advance”) any and all Expenses paid or incurred by Indemnitee in connection with any Proceeding or in connection with Indemnitee’s enforcement of this Agreement. Indemnitee’s right to each Expense Advance will not be conditioned upon a prior determination under Article 6 of this Agreement that the Indemnitee (an “has met the Standard of Conduct and Indemnitee’s right to each Expense Advance will continue, regardless of the Company’s view as to Indemnitee’s ultimate entitlement to indemnification, until the Standard of Conduct determination has been made pursuant to Article 6, which as permitted by Article 6, may not be made earlier than the final disposition of any Proceeding, including any appeal therein. Each Expense Advance will be unsecured, will not bear interest and will be made by the Company without regard to Indemnitee’s ability to repay the Expense Advance”); provided that, (i) such . The Indemnitee shall qualify for Expense Advance shall be made only Advances incurred in connection with a Proceeding or the enforcement of this Agreement upon the execution and delivery to Tyco Management the Company of this Agreement, which shall constitute an undertaking by or on behalf of the Indemnitee to repay the amount thereof promptly any and all Expense Advances if it is ultimately determined by the Determining Body that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management for such Expenses under Section 6.2 of this Agreement. No other form of undertaking shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make other than the execution of this Agreement. An Expense eligible for an Expense Advance if will include any and all reasonable Expenses incurred pursuing an action to enforce the right of advancement provided for in this Article 4, including Expenses incurred preparing and forwarding statements to the extent Company to support the Expense Advances claimed; provided that the Reviewing Party has determined Company shall bear the burden of proving that Indemnitee is any such Expenses are not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereonreasonable.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that) within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances, (i) such Expense Advance whether prior to or after final disposition of any Proceeding. Advances shall be made only without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to Tyco Management the Company of an undertaking by or on behalf of in form and substance reasonably satisfactory to the Company providing that the Indemnitee undertakes to repay the amount thereof advance if and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Company. Expense Advances that Indemnitee would not be permitted shall include any and all reasonable Expenses incurred pursuing an action to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidenforce this Section 2(c). If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration in the State of Oregon to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Managementthe Company, (ii) Tyco Management the Company shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five ten (10) business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, that Indemnitee first furnishes the Company with: (i) a written affirmation of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct described in the Oregon Business Corporation Act or is entitled to be indemnified by the Company under any other indemnification rights granted by the Company to such Expense Advance shall be made only upon delivery to Tyco Management of an Indemnitee; and (ii) a written undertaking by or on behalf of the Indemnitee to repay such advance to the amount thereof if extent it is ultimately determined by a court that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court the Company under the Company’s Articles of competent jurisdiction shall determine otherwise) be required Incorporation or under any other indemnification rights granted by the Company to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paidperson. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 43, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. If so requested by Indemnitee, Tyco Management the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (iithe Company,(ii) Tyco Management the Company shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Managementthe Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advanceshould be indemnified under applicable law, as provided in Section 45, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.