Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) Amicus shall indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person.

Indemnification; Contribution. (a) Amicus shall indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable except insofar as the same are caused by or contained in any information concerning such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information Holder furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for use in the preparation of such document; provided, however, that in no event shall any indemnity under this Section 6.5(b) be greater in amount than the aggregate dollar amount of the proceeds received by all of the Purchasers upon the sale of such Registrable Securities. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 6.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a6.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d6.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, and such seller's partners, directors, officers, employees and any Person who controls such seller under the Securities Act (including the employeeseach, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser an "Indemnitee”") from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly of or indirectly, based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement prepricing prospectus, registration statement or prospectus or in any other document filed in accordance with this Section 7amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if except insofar as such losses, claims, damages, liabilities or expenses rise out of or are based upon any untrue statement or omission was or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with any the information concerning such relating to a participating Holder furnished in writing to Amicus the Company by such or on behalf of a participating Holder specifically expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the preparation of such documentCompany may otherwise have. (cb) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of If any action, suitsuit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so such Indemnitee shall promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unlessCompany, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party Company shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Partypayment of all fees and expenses. The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by the Indemnified Party unless (iSection 9(b) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party hereof. The foregoing indemnity agreement shall be in its reasonable judgment or (iii) the named parties addition to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and liability which the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there participating Holders may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldotherwise have. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 9 is unavailable to an Indemnified Party hereunder indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Partyan indemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company and Indemnified Party of the participating Holders in connection with the actions which statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party the Company on the one hand and Indemnified Party a participating Holder on the other hand shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission -omission to state a material fact, has been made by, or fact relates to information supplied by, by the Company on the one hand or by such Indemnifying Party or Indemnified Party, participating Holder on the other hand and the parties’ ' relative intent, Knowledgeknowledge, access to or information and opportunity to correct or prevent such actionstatement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by a an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to above in Section 9(d) hereof shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c)above, any legal or other fees, charges or expenses reasonably incurred by such indemnified party in connection with investigating any investigation claim or defending any such action, suit or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to Notwithstanding the provisions of this Section 7.5(d) were determined by pro rata allocation or by 9, no participating Holder shall be required to contribute any other method of allocation which does not take account amount in excess of the equitable considerations referred amount by which the proceeds to in such participating Holder exceeds the immediately preceding paragraphamount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an-unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and Affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (i) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion in use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such documenttime as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) Each In connection with any Registration Statement filed pursuant to this Agreement, each Holder shall holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless Amicusthe Company, each Person, if any, who participates as an underwriter in any such offering and its respective directors, officers, employees sale of Registrable Securities and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any and all lossesactual or threatened action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the preparation amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such documentHolder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 12 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may wishshall so elect, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (other than reasonable costs of investigation) which selection shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party Company), (B) more than one counsel for the underwriters in its reasonable an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or (iii) entry into any settlement which does not include as an unconditional term thereof the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 12. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 12 is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other thingsmatters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 12(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Amicus The Issuer shall indemnify and hold harmless each Holder (including the employeesHolder, agents, representativeseach of its directors, officers (and directors partners and managers, as applicable), each underwriter of Registrable Securities and Indemnified Affiliates of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and of them, against any and all losses, expenses, claims, damagesdamages or liabilities (or actions in respect thereof), liabilities and expenses (joint or several, to which such Holder, underwriter or Indemnified Affiliate may become subject under the Securities Act or otherwise, including reasonable costs of investigationinvestigation and reasonable attorney’s fees and expenses (each, a “Liability” and collectively, “Liabilities”) arising out ofand will reimburse such Holders, underwriters and Indemnified Affiliates for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability, in each case to the extent such Liabilities directly or indirectly, indirectly arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which such Registrable Securities were registered under the Securities Act or any other document filed in accordance with this Section 7Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the case of any such Prospectus, in light of the circumstances under which they were made, not misleadingmisleading or (iii) any violation or alleged violation by the Issuer of any rule or regulation promulgated under the Securities Act or any state securities laws, and shall reimburse each such Holder, underwriter and Indemnified Affiliate for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability; provided, however, that Amicus will the Issuer shall not be liable in any such case to the extent that any such Damages arise Liability arises out of, directly of or indirectly, is based on any untrue statement or omission, made in reliance omission based upon and in conformity with written information furnished in writing to Amicus the Issuer by an instrument duly executed by such Holder or underwriter specifically and expressly for inclusion in such documentuse therein. (b) Each Holder shall shall, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless Amicusthe Issuer, and each of its respective directors, officersofficers (and partners and managers, employees as applicable), each underwriter, if any, of the Issuer’s securities covered by such a registration statement and each Person who controls Amicus (within the meaning other such Holder and Indemnified Affiliates of the Securities Act and the Exchange Act) from and each of them against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) Liabilities arising out of, directly of or indirectly, based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement such registration statement or any other document filed in accordance with this Section 7Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the case of any such Prospectus, in light of the circumstances under which they were made, not misleading, if and will reimburse the Issuer, such Holders, underwriters and Indemnified Affiliates for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or omission was made any Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package, in reliance upon and in conformity with any written information concerning such Holder furnished in writing to Amicus the Issuer by an instrument duly executed by such Holder specifically for use therein; provided, however, the total amount for which any Holder, its officers, directors and partners, and any Person controlling such Holder, shall be liable under this Section 3.8(b) shall not in any event exceed the preparation aggregate net proceeds received by such Holder from the sale of Registrable Securities sold by such documentHolder in such registration. (c) Each Person party entitled to indemnification hereunder under this Section 3.8 (the “Indemnified Party”) agrees to shall give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after the receipt by the such Indemnified Party of any has received written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for as to which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documentsindemnity may be sought; provided, however, that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unlessits obligations hereunder, and only except to the extent that, that such failure results resulted in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available actual detriment to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant 3.8 is held by a court of competent jurisdiction to applicable law is be unavailable to an Indemnified Party hereunder in with respect of to any losses, claims, damages, liabilities or expenses Liability referred to thereinherein, then the Indemnifying Party, in lieu of indemnifying such Indemnified PartyParty thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses Liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Party, on the one hand, and of the Indemnified Party Party, on the other hand, in connection with the actions statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, Liability as well as any other relevant equitable considerations. The relative faults relevant fault of such the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such by the Indemnifying Party or by the Indemnified Party, Party and the parties’ relative intent, Knowledgeknowledge, access to information concerning the matter with respect to which the claim was asserted and opportunity to correct or prevent such actionstatement or omission. The Notwithstanding the foregoing, the amount paid or payable by a party as a result any Holder shall be obligated to contribute pursuant to this Section 3.8(d) shall be limited to an amount equal to the net proceeds to such Holder of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject Registrable Securities sold pursuant to the limitations set forth registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in Sections 7.5(arespect of such Liability or any substantially similar Liability arising from the sale of such Registrable Securities), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be neither just and nor equitable if contribution pursuant to this Section 7.5(d3.8(d) were determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in the immediately preceding paragraphsentences. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. (e) The indemnification and contribution provided by this Section 3.8 shall be a continuing right to indemnification and shall survive the registration and sale of any securities by any Person entitled to indemnification and contribution hereunder and the expiration or termination of this Agreement. (f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) Indemnitee from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly of or indirectly, based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement prepricing prospectus, registration statement or prospectus or in any other document filed in accordance with this Section 7amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission was or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with any the information concerning such relating to a participating Holder furnished in writing to Amicus the Company by such or on behalf of a participating Holder specifically expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the preparation of such documentCompany may otherwise have. (cb) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of If any action, suitsuit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so such Indemnitee shall promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unlessCompany, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party Company shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Partypayment of all fees and expenses. "The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitce and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by the Indemnified Party unless (iSection 9(b) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party hereof. The foregoing indemnity agreement shall be in its reasonable judgment or (iii) the named parties addition to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and liability which the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there participating Holders may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldotherwise have. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 9 is unavailable to an Indemnified Party hereunder indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, . then the Indemnifying Partyan indemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company and Indemnified Party of the participating Holders in connection with the actions which statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party the Company on the one hand and Indemnified Party a participating Holder on the other hand shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, by the Company on the one hand or by such Indemnifying Party or Indemnified Party, participating Holder on the other hand and the parties’ ' relative intent, Knowledgeknowledge, access to or information and opportunity to correct or prevent such actionstatement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by a an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to above in Section 9(d) hereof shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c)above, any legal or other fees, charges or expenses reasonably incurred by such indemnified party in connection with investigating any investigation claim or defending any such action, suit or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to Notwithstanding the provisions of this Section 7.5(d) were determined by pro rata allocation or by 8, no participating Holder shall be required to contribute any other method of allocation which does not take account amount in excess of the equitable considerations referred amount by which the proceeds to in such participating Holder exceeds the immediately preceding paragraphamount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) Indemnitee from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly of or indirectly, based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement prepricing prospectus, registration statement or prospectus or in any other document filed in accordance with this Section 7amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission was or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with any the information concerning such relating to a participating Holder furnished in writing to Amicus the Company by such or on behalf of a participating Holder specifically expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the preparation of such documentCompany may otherwise have. (cb) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of If any action, suitsuit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so such Indemnitee shall promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unlessCompany, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party Company shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Partypayment of all fees and expenses. The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by the Indemnified Party unless (iSection 9(b) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party hereof. The foregoing indemnity agreement shall be in its reasonable judgment or (iii) the named parties addition to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and liability which the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there participating Holders may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldotherwise have. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 9 is unavailable to an Indemnified Party hereunder indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, . then the Indemnifying Partyan indemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company and Indemnified Party of the participating Holders in connection with the actions which statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party the Company on the one hand and Indemnified Party a participating Holder on the other hand shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, by the Company on the one hand or by such Indemnifying Party or Indemnified Party, participating Holder on the other hand and the parties’ ' relative intent, Knowledgeknowledge, access to or information and opportunity to correct or prevent such actionstatement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by a an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to above in Section 9(d) hereof shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c)above, any legal or other fees, charges or expenses reasonably incurred by such indemnified party in connection with investigating any investigation claim or defending any such action, suit or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to Notwithstanding the provisions of this Section 7.5(d) were determined by pro rata allocation or by 9, no participating Holder shall be required to contribute any other method of allocation which does not take account amount in excess of the equitable considerations referred amount by which the proceeds to in such participating Holder exceeds the immediately preceding paragraphamount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and Affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (i) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion in use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such documenttime as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) Each In connection with any Registration Statement filed pursuant to this Agreement, each Holder shall holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless Amicusthe Company, each Person, if any, who participates as an underwriter in any such offering and its respective directors, officers, employees sale of Registrable Securities and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any and all lossesactual or threatened action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 13(b) with respect to any amount in excess of the preparation amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such documentHolder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 13 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may wishshall so elect, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (other than reasonable costs of investigation) which selection shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party Company), (B) more than one counsel for the underwriters in its reasonable an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or (iii) entry into any settlement which does not include as an unconditional term thereof the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 13. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 13 is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other thingsmatters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 13(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 13(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 13(d). If indemnification is available under this Section 13, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 13(a) or Section 13(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 13(d). (e) The provisions of this Section 13 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 13 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder (including Stockholder in any offering or sale of Registrable Common Shares pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Common Shares, and each Person, if any, who controls such Stockholder or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (A) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Stockholder furnished in writing to Amicus the Company by such Holder specifically and Stockholder or its counsel expressly for inclusion use therein, (B) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Stockholders that the filing of an amendment or supplement thereto is required, except such Prospectus, Issuer Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such documentregistration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Stockholder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Stockholder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party. (b) Each Holder shall In connection with any Registration Statement filed pursuant to this Agreement, each Stockholder holding Registrable Common Shares to be covered thereby shall, severally and not jointly with any other Stockholders, indemnify and hold harmless Amicusharmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any such offering and its respective directors, officers, employees sale of Registrable Common Shares and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any and all lossesactual action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Issuer Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder Stockholder furnished in writing to Amicus the Company by such Holder Stockholder or its counsel specifically for use therein; provided, however, that no Stockholder shall be required to indemnify the Company or any other indemnified party under this Section 11(b) with respect to any amount in excess of the preparation amount of the total net proceeds received by such Stockholder from sales of the Registrable Common Shares of such documentStockholder under such Registration Statement. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 11 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Stockholders holding Registrable Common Shares who are indemnified parties, selected by the Stockholders holding a Majority of the Registrable Common Shares held by all Stockholders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counsel (other than reasonable costs additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of investigation) shall be paid by the Indemnified Party unless (i) more than one counsel for all Stockholders holding Registrable Common Shares who are indemnified parties, selected by the Indemnifying Party agrees Stockholders holding a Majority of the Registrable Common Shares who are indemnified parties (which selection shall be reasonably satisfactory to pay the sameCompany), (ii) more than one counsel for the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party underwriters in its reasonable judgment an Underwritten Offering or (iii) more than one counsel for the named parties to Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action (including action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and judgment or entry into any settlement which does not include as an unconditional term thereof the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 11. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 11 is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that no Stockholder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Stockholder from sales of the Registrable Common Shares of the Stockholder under the applicable Registration Statement. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 11(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 11(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 11(a) or 11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(d). (e) The provisions of this Section 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 11 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Amicus The Secured Parties shall jointly and severally indemnify and hold harmless each Holder the Administrative Agent, its directors, officers, shareholders, members, partners, employees and agents (including the employees, agents, representatives, officers and directors any other persons with a functionally equivalent role of each Purchaser and its Affiliatesa person holding such titles notwithstanding a lack of such title or any other title) (each a individually, an “Purchaser IndemniteeIndemnified Party”) ; collectively, “Indemnified Parties”), from and against any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable costs legal fees) of investigation) arising out of, directly any kind or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. nature whatsoever (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified PartyLoss”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt which may be imposed on, incurred by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to asserted against the Indemnified Party in its reasonable judgment performing the Administrative Agent’s duties hereunder or under the Agreement or any other Transaction Document or in any way relating to or arising out of the Agreement or any other Transaction Document. The Secured Parties shall reimburse the Administrative Agent for any Loss as incurred but in any event within ten (iii10) business days of the named parties delivery by the Administrative Agent to the Secured Parties of a written notice setting forth the nature and amount of any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying PartyLoss. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in under this Section 7.5 from the Indemnifying Party pursuant to applicable law 6 is unavailable to an Indemnified Party hereunder in respect of or insufficient to hold an Indemnified Party harmless for any losses, claims, damages, liabilities or expenses referred to thereinLoss, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, each Secured Party shall contribute to the amount paid or payable by such Indemnified Party as a result in proportion to the Secured Parties’ initially purchased respective stated value of such losses, claims, damages, liabilities or expenses Series B Preferred Stock. The indemnity and contribution agreements contained in such proportion as is appropriate this Section are in addition to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerationsliability that the Secured Parties may have to the Indemnified Parties under the Agreement or otherwise. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether Prior to taking any action hereunder or under the Agreement as Administrative Agent, the Administrative Agent may require each Secured Party to deposit with it sufficient sums as it determines in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission good faith is necessary to state a material fact, has been made by, or relates to information supplied by, protect the Administrative Agent for costs and expenses associated with taking such Indemnifying Party or Indemnified Party, action and the parties’ relative intent, Knowledge, access Administrative Agent may delay taking any such action until such time as it shall have received such sums and shall have no liability hereunder to information and opportunity to correct or prevent any party for any such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Persondelay.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and Affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (i) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion in use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such documenttime as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) Each In connection with any Registration Statement filed pursuant to this Agreement, each Holder shall holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless Amicusthe Company, each Person, if any, who participates as an underwriter in any such offering and its respective directors, officers, employees sale of Registrable Securities and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any and all lossesactual or threatened action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the preparation amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such documentHolder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 12 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may wishshall so elect, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a Majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a Majority of the Registrable Securities who are indemnified parties (other than reasonable costs of investigation) which selection shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party Company), (B) more than one counsel for the underwriters in its reasonable an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or (iii) entry into any settlement which does not include as an unconditional term thereof the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 12. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 12 is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other thingsmatters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 12(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless each Holder of Registrable Securities and each Person, if any, who controls such Holder (including within the employees, agents, representatives, officers and directors meaning of each Purchaser and its AffiliatesSection 15 of the Securities Act or Section 20 of the Exchange Act) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (i) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such documentHolder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) Each In connection with any Registration Statement filed pursuant hereto, each Holder shall of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless Amicusthe Company, its directors and officers, and its respective directorseach Person, officersif any, employees and each Person who controls Amicus the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and against any and all lossesother Holders against all Losses incurred by such party pursuant to any actual or threatened action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the preparation net proceeds received by such Holder from the sale of Registrable Securities covered by such documentRegistration Statement. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 10 except to the extent that, the indemnifying party shall have been actually prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counsel (other than reasonable costs additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of investigation) shall be paid by the Indemnified Party unless (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Indemnifying Party agrees Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to pay the sameCompany), (ii) more than one counsel for the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment underwriters or (iii) more than one counsel for the named parties to Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action (including action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and judgment or entry into any settlement which does not include as an unconditional term thereof the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 10. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 10 is unavailable to an Indemnified Party indemnified party hereunder in respect of to any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 10(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless each Holder of Registrable Securities and each Person, if any, who controls such Holder (including within the employees, agents, representatives, officers and directors meaning of each Purchaser and its AffiliatesSection 15 of the Securities Act or Section 20 of the Exchange Act) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys' fees, disbursements and expenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (i) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such documentHolder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) Each In connection with any Registration Statement filed pursuant hereto, each Holder shall of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless Amicusthe Company, its directors and officers, and its respective directorseach Person, officersif any, employees and each Person who controls Amicus the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and against any and all lossesother Holders against all Losses incurred by such party pursuant to any actual or threatened action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the preparation net proceeds received by such Holder from the sale of Registrable Securities covered by such documentRegistration Statement. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 10 except to the extent that, the indemnifying party shall have been actually prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counsel (other than reasonable costs additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of investigation) shall be paid by the Indemnified Party unless (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties (the Indemnifying Party agrees selection of which counsel by such Holders of a majority of such Registrable Securities shall be reasonably satisfactory to pay the sameCompany), (ii) more than one counsel for the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment underwriters or (iii) more than one counsel for the named parties to Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action (including action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and judgment or entry into any settlement which does not include as an unconditional term thereof the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 10. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 10 is unavailable to an Indemnified Party indemnified party hereunder in respect of to any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 10(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls the Holder (including or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (A) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to the Holder furnished in writing to Amicus the Company by the Holder or its counsel expressly for use therein, (B) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holder that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 2.10(a), the Company shall not be liable to the Holder or any underwriter or to any other indemnified party under the indemnity agreement in this Section 2.10(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) the Holder or such underwriter failed to send or deliver a copy of the Prospectus prior to the time of the sale of Registrable Securities by the Holder or such underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, the Holder or such underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, prior to the time of the sale of Registrable Securities by the Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such Holder specifically and expressly for inclusion in such documentindemnified party. (b) Each In connection with any Registration Statement filed pursuant to this Agreement, the Holder shall indemnify and hold harmless Amicusharmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any such offering and its respective directors, officers, employees sale of Registrable Securities and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any and all lossesactual action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, preliminary Prospectus or Free Writing Prospectus, in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning such with respect to the Holder furnished in writing to Amicus the Company by such the Holder or its counsel specifically for use therein, provided that the Holder shall not be required to indemnify the Company or any other indemnified party under this Section 2.10(b) with respect to any amount in excess of the preparation amount of the total net proceeds received by the Holder from sales of the Registrable Securities under such documentRegistration Statement. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 2.10 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for the Holder (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counsel (other than reasonable costs additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of investigation) shall be paid by the Indemnified Party unless (i) more than one counsel for the Indemnifying Party agrees Holder (which selection shall be reasonably satisfactory to pay the sameCompany), (ii) more than one counsel for the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party underwriters in its reasonable judgment an Underwritten Offering or (iii) more than one counsel for the named parties to Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action (including action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and judgment or entry into any settlement which does not include as an unconditional term thereof the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 2.10. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 2.10 is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations, provided that the Holder shall not be required to contribute any amount in excess of the amount of the total net proceeds received by the Holder from sales of the Registrable Securities under the applicable Registration Statement. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other thingsmatters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 2.10(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 2.10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 2.10(d). If indemnification is available under this Section 2.10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.10(a) or 2.10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 2.10(d). (e) The provisions of this Section 2.10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 2.10 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Amicus shall In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, the Company agrees to indemnify and hold harmless each Holder (including harmless, to the employeesfullest extent permitted by Law, agentsTengelmann, representativesits Affiliates, directors, officers and directors stockholders and each Person who controls Tengelmann within the meaning of each Purchaser and its Affiliates) either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a collectively, the “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigationattorneys’ fees) arising out ofjoint or several, directly caused by any untrue or indirectly, any alleged untrue statement of a material fact contained in any part of any Registration Statement or any other document filed preliminary or final prospectus used in accordance connection with this Section 7the Registrable Securities or any Issuer FWP, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, provided that Amicus the Company will not be liable in required to indemnify any such case to the extent that Indemnified Person for any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and liabilities, judgments, actions or expenses (including reasonable costs of investigation) arising out of, directly or indirectly, resulting from any such untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such untrue statement or omission was made in reliance upon on and in conformity with information with respect to any information concerning such Holder Indemnified Person furnished to the Company in writing by Tengelmann expressly for use therein. (b) In connection with any Registration Statement, preliminary or final prospectus, or Issuer FWP, Tengelmann agrees to Amicus indemnify the Company, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from the Company to Tengelmann, but only with respect to information with respect to any Indemnified Person furnished to the Company in writing by such Holder specifically Tengelmann expressly for use in the preparation of such documentRegistration Statement, preliminary or final prospectus, or Issuer FWP. (c) Each In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder Section 3.08(a) or (b), such Person (hereinafter called the “Indemnified Partyindemnified party”) agrees to give prompt written notice to will (i) promptly notify the indemnifying party Person against whom such indemnity may be sought (hereinafter called the “Indemnifying Partyindemnifying party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documentswriting; provided, however, provided that the failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party indemnifying party of any liability that it may have its obligations pursuant to the Indemnified Party hereunder unless, and only this Agreement except to the extent that, such failure results indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, indemnifying party to assume the defense of such claim, action at its own expense, or proceeding with counsel chosen by it and reasonably satisfactory to the indemnified party to represent the indemnified party and (iii) pay the fees and disbursements of such Indemnified Partycounsel related to such claim, action or proceeding. The Indemnified Party shall In any such claim, action or proceeding, any indemnified party will have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other than reasonable costs of investigationrights under the Charter, By-Laws and applicable Law, if any) shall be paid by the Indemnified Party unless (iA) the Indemnifying Party agrees indemnifying party and the indemnified party have mutually agreed to pay the sameretention of such counsel, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iiiB) the named parties to any such claim, action or proceeding (including any impleaded parties) have include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by such counsel counsel, with a copy provided to the Company, that either (x) representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them or (yC) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party. It is understood that the indemnifying party will not, in connection with any claim, action on behalf or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel at any time for all such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such Indemnified Partyfees and expenses. No Indemnifying Party shall In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement entered into of any claim, action or proceeding effected without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 7.5 3.08 from the Indemnifying Party pursuant to applicable law indemnifying party is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities liabilities, judgments, actions or expenses referred to thereinin this Section 3.08, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall will contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of the Company, on the one hand, and Tengelmann, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party shall indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made taken by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall will be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 3.08(c), any legal or other fees, charges fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. . (e) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d3.08(d) were determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in the immediately preceding paragraphSection 3.08(d). No Person guilty of an intentional or “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 3.08(e), Tengelmann shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by Tengelmann with respect to the Registrable Securities exceed the greater of (A) the amount paid by Tengelmann for its Registrable Securities and (B) the amount of any damages which Tengelmann has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. (f) For purposes of this Section 3.08, each controlling Person of Tengelmann shall have the same rights to contribution as Tengelmann, and each officer, Director and Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Company, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 3.08, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from who contribution may be sought from any obligation it or they may have under this Section 3.08 or otherwise except to the extent that it has been prejudiced in any material respect by such failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is available under this Section 3.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 3.08(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 3.08(d) or (e).

Indemnification; Contribution. (ai) Amicus Acquiror shall indemnify and hold harmless indemnify, to the fullest extent permitted by law, each Holder (including the employeesof Registrable Securities, and if applicable, its officers, directors, employees and agents, representativesand if applicable, officers and directors each Person who controls such Holder (within the meaning of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and the Securities Act), against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationinvestigation and legal expenses) arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in the Shelf Registration, any Registration Statement related prospectus, or, any amendment or any other document filed in accordance with this Section 7supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading; provided, however, that Amicus will not be liable except in any such each case to insofar as the extent that any such Damages arise same arises out of, directly of or indirectly, any is based upon an untrue statement or omissionalleged untrue statement of a material fact or an omission or alleged omission to state a material fact in the Shelf Registration, prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to Amicus Acquiror by such Holder specifically and expressly for inclusion in such documentuse therein. (bii) Each In connection with the Shelf Registration, each Holder shall indemnify furnish to Acquiror in writing such information and hold harmless Amicusaffidavits with respect to such Holder as Acquiror reasonably requests for use in connection with the Shelf Registration, any related prospectus, or any amendment or supplement thereto, and its respective shall indemnify, to the fullest extent permitted by law, Acquiror, Acquiror's directors, officers, employees and agents and each Person who controls Amicus Acquiror (within the meaning of the Securities Act and the Exchange Act) from and ), against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationinvestigation and legal expenses) arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in the Shelf Registration, any Registration Statement or any other document filed in accordance with this Section 7related prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, if such in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission was or alleged omission to state a material fact in such registration statement or in such related prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with any written information concerning such Holder furnished in writing to Amicus Acquiror by such Holder specifically expressly for use in the preparation of such documentShelf Registration. (ciii) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”under this Section 3(d) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such Person will claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement and, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results unless in the Indemnifying Party’s forfeiture reasonable judgment of substantive rights or defenses. If notice such indemnified party a conflict of commencement of any interest may exist between such action is given indemnified party and the indemnifying party with respect to such claim, permit the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, indemnifying party to assume the defense of such action at its own expense, claim with counsel chosen selected by it the indemnifying party and reasonably satisfactory to such Indemnified Partyindemnified party. The Indemnified Party If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall have not be obligated to pay the right reasonable fees and expenses of more than one counsel with respect to employ separate counsel in any such action and participate claim, unless in the defense thereofreasonable judgment of counsel to such indemnified party, but expressed in a writing delivered to the indemnifying party, a conflict of interest may exist between such indemnified party and any other indemnified party with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels (other than reasonable costs of investigation) which shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees limited to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with one counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties per indemnified party). The indemnifying party shall not be subject to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable liability for any settlement entered into made without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected)consent, which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including and each person, if any, who controls any Holder within the employees, agents, representatives, officers and directors meaning of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damagesdamages and liabilities (including, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectlywithout limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7amendment thereof, including all documents incorporated therein by reference, or any the omission to state therein or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus (or amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedexcept insofar as such losses, howeverclaims, that Amicus will damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein. The Company shall also indemnify each Exchanging Dealer participating in the offering and sale of the Notes and each person who controls any such Exchanging Dealer (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent and with the same limitations as provided above with respect to the indemnification of the Holders of the Notes. The foregoing notwithstanding, the Company shall not be liable in any such case to the extent that any such Damages losses, claims, damages or liabilities arise out ofof or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus that is a preliminary Prospectus if (i) such indemnified person failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of the Notes giving rise to such losses, directly claims, damages or indirectly, any liabilities and (ii) the Prospectus would have corrected such untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall agrees, severally and not jointly, to indemnify and hold harmless Amicusthe Company, the Company's directors, the Company's officers who sign a Registration Statement, and its respective directorseach person, officersif any, employees and each Person who controls Amicus (the Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) Act from and against any and all losses, claims, damagesdamages and liabilities (including, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectlywithout limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7amendment thereof, any preliminary Prospectus or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity but only with any reference to information concerning relating to such Holder furnished to the Company in writing to Amicus by such Holder specifically expressly for use in such Registration Statement, preliminary Prospectus, Prospectus or any amendments or supplements thereto. In no event shall the preparation liability of any Holder of the Notes hereunder be greater in amount than the net dollar amount of the proceeds received by such documentHolder from the sale of the Notes giving rise to such indemnification obligation. (c) Each Person entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to indemnification hereunder either of the two preceding paragraphs, such person (the “Indemnified Party”"indemnified party") agrees shall promptly notify the person against whom such ------------------ indemnity may be sought (the "indemnifying party") in writing and the ------------------ indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to give prompt written notice the indemnified party to represent the indemnified party and any others the indemnifying party (may designate in such proceeding and shall pay the “Indemnifying Party”) after the receipt by the Indemnified Party reasonable fees and disbursements of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends such counsel related to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesproceeding. If notice of commencement of In any such action is given to the Indemnifying Party as above providedproceeding, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by at the Indemnified Party expense of such indemnified party unless (i) the Indemnifying Party agrees indemnifying party and the indemnified party shall have mutually agreed to pay the same, retention of such counsel or (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action proceeding (including any impleaded parties) have been advised by such counsel that either (x) include both the indemnifying party and the indemnified party and representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of professional conduct the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (ya) there may the fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all persons, if any, who control any Holders within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, and (b) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be one or more legal defenses available to it which reimbursed as they are different from or additional to those available to the Indemnifying Partyincurred. In either the case of any such casesseparate firm for the Company and any such control persons of the Company, such firm shall be designated in writing by the Indemnifying Party Company. In the case of any such separate firm for the Holders or any such control persons of any Holders, such firm shall not have the right to assume the defense of such action be designated in writing on behalf of the Majority Holders. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such Indemnified Partyconsent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement entered into of any proceeding effected without its written consent if (other i) such settlement is entered into more than in 30 days after receipt by such indemnifying party of the case where the Indemnifying Party is unconditionally released from liability aforesaid request and its rights are not adversely effected), which consent (ii) such indemnifying party shall not be unreasonably withheldhave reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If To the extent the indemnification provided for in paragraph (a) or (b) of this Section 7.5 from the Indemnifying Party pursuant to applicable law 6 is unavailable to an Indemnified Party hereunder indemnified party or insufficient in respect of any losses, claims, damages, damages or liabilities or expenses referred to thereinherein, then the Indemnifying Party, in lieu of each indemnifying such Indemnified Party, party shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, damages or liabilities (or expenses actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions statements or omissions which resulted in such losses, claims, damages, damages or liabilities (or expensesactions in respect thereof), as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid or payable by a party as a result Holders' respective obligations to contribute pursuant to this paragraph are several in proportion to the respective number of the lossesNotes they have sold pursuant to a Registration Statement, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to not joint. (e) The Company and the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto Holders agree that it would not be just and or equitable if contribution pursuant to this Section 7.5(d6(d) were determined by pro rata allocation or by any other method of allocation which that does not take account of the equitable considerations referred to in paragraph (d) of this Section 6. The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages or liabilities referred to in paragraph (d) of this Section 6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, a Holder of the Notes shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes sold by such indemnifying party and distributed to the public were offered to the public pursuant to any Registration Statement exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company or any person controlling the Company and (iii) the sale of any Notes by any Holder.

Indemnification; Contribution. (a) Amicus shall Indemnification by the Company. The Company agrees to indemnify ------------------------------- and hold harmless each Designated Holder, its partners, directors, officers, affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Designated Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) (each, a "Liability and collectively, "Liabilities"), arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; providedmisleading under the circumstances such statements were made, however, that Amicus will not be liable in any except insofar as such case to the extent that any such Damages arise Liability arises out of, directly of or indirectly, is based upon any untrue statement or omissionalleged untrue statement or omission or alleged omission contained in such Registration Statement, made preliminary prospectus or final prospectus in reliance upon and in conformity with written information concerning such Designated Holder furnished in writing to Amicus the Company by such Designated Holder specifically and expressly for inclusion in such document. (b) Each Holder use therein, including, without limitation, the information furnished to the Company pursuant to Section 7(b). The Company shall indemnify and hold harmless Amicusalso provide customary indemnities to any underwriters of the Registrable Securities, and its respective directors, their officers, directors and employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation underwriters (within the meaning of Section 11(f) 15 of the Securities Act) shall be entitled to contribution from any Personthe same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

Indemnification; Contribution. (a) Amicus shall In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, A&P agrees to indemnify and hold harmless each Holder (including harmless, to the employeesfullest extent permitted by Law, agentsTengelmann, representativesits Affiliates, directors, officers and directors stockholders and each Person who controls Tengelmann within the meaning of each Purchaser and its Affiliates) either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a collectively, the “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigation) arising out ofattorneys’ fees), directly joint or indirectlyseveral, caused by any untrue or alleged untrue statement of a material fact contained in any part of any Registration Statement or any other document filed preliminary or final prospectus used in accordance connection with this Section 7the Registrable Securities or any Issuer FWP, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, provided that Amicus A&P will not be liable in required to indemnify any such case to the extent that Indemnified Person for any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and liabilities, judgments, actions or expenses (including reasonable costs of investigation) arising out of, directly or indirectly, resulting from any such untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such untrue statement or omission was made in reliance upon on and in conformity with information with respect to any information concerning such Holder Indemnified Person furnished to A&P in writing by Tengelmann expressly for use therein. (b) In connection with any Registration Statement or preliminary or final prospectus or Issuer FWP, Tengelmann agrees to Amicus indemnify A&P, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls A&P (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from A&P to Tengelmann, but only with respect to information with respect to any Indemnified Person furnished to A&P in writing by such Holder specifically Tengelmann expressly for use in the preparation of such documentRegistration Statement, preliminary or final prospectus, or Issuer FWP. (c) Each In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder Section 3.08(a) or (b), such Person (hereinafter called the “Indemnified Partyindemnified party”) agrees to give prompt written notice to will (i) promptly notify the indemnifying party Person against whom such indemnity may be sought (hereinafter called the “Indemnifying Partyindemnifying party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documentswriting; provided, however, provided that the failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party indemnifying party of any liability that it may have its obligations pursuant to the Indemnified Party hereunder unless, and only this Agreement except to the extent that, such failure results indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, indemnifying party to assume the defense of such claim, action at its own expense, or proceeding with counsel chosen by it and reasonably satisfactory to the indemnified party to represent the indemnified party and (iii) pay the fees and disbursements of such Indemnified Partycounsel related to such claim, action or proceeding. The Indemnified Party shall In any such claim, action or proceeding, any indemnified party will have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other than reasonable costs of investigationrights under the Charter, Bylaws and applicable Law, if any) shall be paid by the Indemnified Party unless (iA) the Indemnifying Party agrees indemnifying party and the indemnified party have mutually agreed to pay the sameretention of such counsel, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iiiB) the named parties to any such claim, action or proceeding (including any impleaded parties) have include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by such counsel counsel, with a copy provided to A&P, that either (x) representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them or (yC) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party. It is understood that the indemnifying party will not, in connection with any claim, action on behalf or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel at any time for all such indemnified parties), and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such Indemnified Partyfees and expenses. No Indemnifying Party shall In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement entered into of any claim, action or proceeding effected without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 7.5 3.08 from the Indemnifying Party pursuant to applicable law indemnifying party is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities liabilities, actions, judgments or expenses referred to thereinin this Section 3.08, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall will contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities liabilities, actions, judgments or expenses (i) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of A&P, on the one hand, and Tengelmann, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, actions, judgments or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party shall indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall will be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 3.08(c), any legal or other fees, charges fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. . (e) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d3.08(d) were determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in the immediately preceding paragraphSection 3.08(d). No Person guilty of an intentional or “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 3.08(e), Tengelmann shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by Tengelmann with respect to the Registrable Securities exceed the greater of (A) the amount paid by Tengelmann for its Registrable Securities and (B) the amount of any damages which Tengelmann has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. (f) For purposes of this Section 3.08, each controlling person of Tengelmann shall have the same rights to contribution as Tengelmann, and each officer, Director and Person, if any, who controls A&P within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as A&P, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 3.08, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from who contribution may be sought from any obligation it or they may have under this Section 3.08 or otherwise except to the extent that it has been prejudiced in any material respect by such failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is available under this Section 3.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 3.08(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 3.08(d) or (e).

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder (including in any offering or sale of Registrable Common Shares, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Common Shares, and each Person, if any, who controls such Holder or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (A) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such documentregistration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party. (b) Each In connection with any Registration Statement filed pursuant to this Agreement, each Holder shall of Registrable Common Shares to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless Amicusharmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any offering and its respective directors, officers, employees sale of Registrable Common Shares and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any and all lossesactual action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 11(b) with respect to any amount in excess of the preparation amount of the total net proceeds received by such Holder from sales of the Registrable Common Shares of such documentHolder under such Registration Statement. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 11 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Common Shares who are indemnified parties, selected by the Holders of a Majority of the Registrable Common Shares who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counsel (other than reasonable costs additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of investigation) shall be paid by the Indemnified Party unless (i) more than one counsel for all Holders of Registrable Common Shares who are indemnified parties, selected by the Indemnifying Party agrees Holders of a Majority of the Registrable Common Shares who are indemnified parties (which selection shall be reasonably satisfactory to pay the sameCompany), (ii) more than one counsel for the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party underwriters in its reasonable judgment an Underwritten Offering or (iii) more than one counsel for the named parties to Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action (including action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and judgment or entry into any settlement which does not include as an unconditional term thereof the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 11. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 11 is unavailable to an Indemnified Party indemnified party hereunder in respect of to any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Common Shares of the Holder under the applicable Registration Statement. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 11(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 11(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 11(a) or 11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(d). (e) The provisions of this Section 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 11 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Amicus shall In connection with any registration of Registrable Securities or Takedown Offering pursuant to Sections 3.01 or 3.02, the Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by Law, each Holder (including the employeesParticipating Stockholder, agentsits affiliates, representatives, directors and officers and directors each Person who controls such Participating Stockholder within the meaning of each Purchaser and its Affiliates) either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a each, an “Purchaser IndemniteeIndemnified Person”) from and against any and all losses, claims, damages, liabilities liabilities, judgments and expenses (including reasonable costs of investigationattorneys’ fees)(collectively, “Claims”), caused by (i) arising out of, directly any untrue or indirectly, any alleged untrue statement of a material fact contained in any part of any Registration Statement or any other document filed preliminary or final prospectus used in accordance connection with this Section 7, the Registrable Securities or any Issuer FWP, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities Law or any rule or regulation promulgated under the Securities Act, or the Exchange Act or any state securities Law and relating to action required of or inaction by the Company in connection with any such registration; provided, however, that Amicus the Company will not be liable in required to indemnify any Indemnified Person for any Claims resulting from any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, omission if such untrue statement or omission was made in reliance upon on and in conformity with written information with respect to any Indemnified Person furnished to the Company in writing to Amicus by such Holder specifically and any Stockholder expressly for inclusion in such documentuse therein. (b) Each Holder shall In connection with any Registration Statement, preliminary or final prospectus, or Issuer FWP, each of the Participating Stockholders, severally and not jointly, in the offering to which such Registration Statement, preliminary or final prospectus, or Issuer FWP relates agrees to indemnify and hold harmless Amicusthe Company, and its respective directorsDirectors, officers, employees its officers and each Person Person, if any, who controls Amicus the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and against any and all lossesClaims, claims, damages, liabilities and expenses caused by (including reasonable costs of investigationi) arising out of, directly any untrue or indirectly, any alleged untrue statement of a material fact contained in any part of any Registration Statement or any other document filed preliminary or final prospectus used in accordance connection with this Section 7the Registrable Securities or any Issuer FWP, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such statement provided that the foregoing indemnification shall only apply with respect to statements or omission was omissions made in reliance upon on and in conformity with any information concerning with respect to such Holder Participating Stockholder furnished to the Company in writing to Amicus by or on behalf of such Holder specifically Participating Stockholder expressly for use in such Registration Statement, preliminary or final prospectus, or Issuer FWP; and provided, further, however, that in no event shall the preparation liability of any Participating Stockholder exceed the dollar amount of the proceeds (net of any underwriting discount or commission or other selling expenses) received by such documentParticipating Stockholder from the sale of the Registrable Securities giving rise to such indemnification. (c) Each In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder Section 3.08(a) or (b), such Person (hereinafter called the “Indemnified Partyindemnified party”) agrees to give prompt written notice will promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, will retain counsel reasonably satisfactory to the indemnifying indemnified party (to represent the “Indemnifying Party”) after indemnified party and will pay the receipt by the Indemnified Party fees and disbursements of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends such counsel related to claim indemnification or contribution pursuant to the Transaction Documentssuch proceeding; provided, however, that the failure or delay to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party indemnifying party of any liability that it may have its obligations pursuant to the Indemnified Party hereunder unless, and only this Agreement except to the extent that, such indemnifying party has been prejudiced in any material respect by such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesdelay. If notice of commencement of In any such claim, action is given to the Indemnifying Party as above providedor proceeding, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall indemnified party will have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel (other than reasonable costs will be at the expense of investigation) shall be paid by the Indemnified Party such indemnified party unless (i) the Indemnifying Party agrees indemnifying party and the indemnified party have mutually agreed to pay the same, retention of such counsel or (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such claim, action or proceeding (including any impleaded parties) have include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards due to actual or potential conflicting interests between them. It is understood that the indemnifying party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of professional conduct or more than one separate firm of attorneys (yin addition to any required local counsel) there may at any time for all such indemnified parties and that all such reasonable fees and expenses will be one or more legal defenses available to it which reimbursed as they are different from or additional to those available to the Indemnifying Partyincurred. In either the case of the retention of any such casesseparate firm for the indemnified parties, such firm will be designated in writing by the Indemnifying Party shall indemnified parties. The indemnifying party will not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into of any claim, action or proceeding effected without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected)consent, which consent shall may not be unreasonably withheldwithheld or delayed). No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceedings and unless such settlement does not include a statement to, or an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) If the indemnification provided for in this Section 7.5 3.08 from the Indemnifying Party pursuant to applicable law indemnifying party is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses Claims referred to thereinin this Section 3.08 (other than for Claims for which an indemnified party is expressly not entitled to indemnification pursuant to Section 3.08), then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall will contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Claims (i) in such proportion as is appropriate to reflect the relative benefit of the Company, on the one hand, and the applicable Stockholder, on the other, in connection with the statements or omissions that resulted in such Claims or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative benefit to, but also the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which that resulted in such losses, claims, damages, liabilities or expenses, Claims as well as any other relevant equitable considerations; provided, however, that in no event shall a Participating Stockholder be required to contribute an aggregate amount in excess of the lesser of (A) the amount that such Participating Stockholder would have been obligated to pay under Section 3.08(b) if such indemnity was available to the indemnified party and (B) the dollar amount of proceeds (net of underwriting discounts and commissions and other selling expenses) received by such Participating Stockholder from the sale of Registrable Securities giving rise to such contribution. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party shall indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made taken by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Claims referred to above shall will be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 3.08(c), any legal or other fees, charges fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. . (e) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d3.08(d) were determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in the immediately preceding paragraphSection 3.08(d). No Person guilty of an intentional or “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. (f) If indemnification is available under this Section 3.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 3.08(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 3.08(d) or (e). (g) Notwithstanding anything to the contrary in this Agreement, each of the indemnified parties has relied on this Section 3.08, is an express third party beneficiary of this Section 3.08 and is entitled to enforce the obligations of the applicable indemnified parties under this Section 3.08 directly against such indemnified parties to the full extent thereof.

Indemnification; Contribution. (a) Amicus shall With respect to the Securities, the Company agrees to indemnify and hold harmless (i) each Holder and (including ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, agentsrepresentatives and agents of any Holder or any controlling person (any Person referred to in clause (i), representatives(ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including including, without limitation, and as incurred, reimbursement of all reasonable costs of investigation) investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, arising out of, directly of any untrue statement or indirectly, any alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any other document filed in accordance with this Section 7amendment or supplement thereto), or any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party except insofar as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. (b) Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Company, its directors, officers of the Company who sign the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto), and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Transfer Restricted Securities pursuant to such Shelf Registration Statement. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company on the one hand and Indemnified Party the Holders, Underwriters and the Participating Broker-Dealers on the other hand in connection with the actions statements or omissions which resulted in such losses, liabilities, claims, damages, liabilities damages or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party the Company on the one hand and Indemnified Party the Holders on the other hand shall be determined by reference to, among other things, whether any action in question, including any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such Indemnifying Party by the Company or Indemnified Party, the Holders. The Company and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto Holders agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the immediately preceding paragraphprovisions of this Section 4, no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Securities from the sale of the Securities. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act▇▇▇▇ ▇▇▇) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls a Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Holder and each director of the Company, and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company.

Indemnification; Contribution. (a) Amicus shall Cambridge Heart agrees to indemnify and hold harmless each Holder AH&H (including the employeestogether with its affiliates and their respective control persons, directors, officers, employees and agents, representatives, officers and directors of each Purchaser and its Affiliates"Indemnified Persons") (each a “Purchaser Indemnitee”) from and to the full extent lawful against any and all claims, losses, claims, damages, liabilities liabilities, costs and expenses as incurred (including all reasonable costs fees and disbursements of investigationcounsel and all reasonable travel and other out-of-pocket expenses reasonably incurred in connection with the investigation of, preparation for and defense of any pending or threatened claim, action, proceeding or investigation and any litigation or other proceeding arising therefrom, to which an Indemnified Person may become subject) (collectively, "Damages") arising out of, directly of or indirectly, related to any untrue statement of a material fact contained in any Registration Statement actual or any other document filed in accordance with this Section 7, proposed Transaction or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleadingAH&H's engagement hereunder; provided, however, that Amicus will not there shall be liable in excluded from such indemnification any such case portion of such Damages as are found in a final judgment by a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence on the part of the Indemnified Person, other than any action undertaken at the request or with the consent of Cambridge Heart. The foregoing indemnification obligation is in addition to, and not in limitation of, any other rights AH&H may have, including but not limited to any right of contribution. In the event that the foregoing indemnity is unavailable or insufficient to hold harmless an Indemnified Person, then Cambridge Heart shall contribute to amounts paid or payable by an Indemnified Person in respect of such Damages in such proportion as appropriately reflects the relative benefits received by it on the one hand and AH&H on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. The foregoing is subject to the limitation that in no event shall AH&H's aggregate contributions in respect of Damages exceed the amount of fees actually received by AH&H pursuant to this Agreement. For purposes hereof, relative benefits to Cambridge Heart and AH&H of the Transaction or other similar transaction shall be deemed to be in the same proportion that the total value paid or received or contemplated to be paid or received by Cambridge Heart and/or its security holders in connection with the Transaction or other similar transaction bears to the fees paid to AH&H pursuant to its engagement in respect of such Transaction. AH&H shall promptly notify Cambridge Heart of any claim or threatened claim being asserted against AH&H which would give rise to an indemnification hereunder, and agrees that Cambridge Heart shall have the right to participate in the defense of any such Cambridge Heart, Inc. September 5, 2002 Page 7 claim and, to the extent that Cambridge Heart shall wish, to assume the defense thereof and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such Damages arise out ofproceeding, directly AH&H shall have the right to retain its own counsel at Cambridge Heart's expense. Cambridge Heart will not enter into any waiver, release or indirectlysettlement with respect to any threatened or pending claim, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made settle any litigation arising therefrom in writing for respect of which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one sought (whether or more legal defenses available to it which not Indemnified Persons are different from or additional to those available to a formal party thereto) without the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its prior written consent of AH&H (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 withheld or delayed), unless such waiver, release or settlement includes an unconditional release of AH&H from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result and all liability arising out of such lossesthreatened or pending claim, claimsaction, damagesproceeding, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceedinglitigation. The parties hereto agree that it would not Under no circumstances shall this paragraph be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation modified or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personamended.

Indemnification; Contribution. (a) Amicus shall Each of the Issuers, jointly and severally, agrees to indemnify and hold harmless each Holder (including of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the employeesApplicable Period, agentsthe Affiliates, officers, directors, representatives, officers employees and directors agents of each Purchaser such Person, and its Affiliates) each Person, if any, who controls any such Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each each, a “Purchaser Indemnitee”) "Participant"), from and against any and all losses, claims, damages, judgments, liabilities and reasonable expenses (including including, without limitation, the reasonable costs of investigationlegal fees and other expenses actually incurred in connection with any suit, action or proceeding or any claim asserted) caused by, arising out of, directly of or indirectly, based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any other document filed in accordance with this Section 7amendment thereto) or Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading; provided, however, that Amicus the Issuers will not be liable (i) in any such case to the extent that any such Damages arise loss, claim, damage, or liability arises out of, directly of or indirectly, is based upon any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Participant furnished to the Company in writing to Amicus by such Holder specifically and Participant expressly for inclusion use therein or (ii) in any such documentcase with respect to any preliminary prospectus, to the extent that any such loss, claim, damage or liability arises solely from the fact that the Participant sold Registrable Notes to a person to whom there was not sent or given a copy of the Prospectus contained in the Registration Statement at the time it became effective at or prior to the written confirmation of such sale if the Company shall have previously furnished copies thereof to the Participant and such Prospectus would have corrected any such untrue statement or omission. (b) Each Holder shall Participant agrees, severally and not jointly, to indemnify and hold harmless Amicusthe Issuers, and its their respective directorsAffiliates, officers, directors, representatives, employees and agents of each Issuer and each Person who controls Amicus (each Issuer within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct to the same extent (but on a several, and not joint, basis) as the foregoing indemnity from and against any and all lossesthe Issuers to each Participant, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained but only with reference to information relating to such Participant furnished to the Company in writing by such participant expressly for use in any Registration Statement or Prospectus, any other document filed in accordance with this Section 7amendment or supplement thereto, or any omission to state therein a fact required to be stated therein or necessary to make preliminary prospectus. The liability of any Participant under this paragraph shall in no event exceed the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus proceeds received by such Holder specifically for use in the preparation Participant from sales of Registrable Notes or Exchange Notes giving rise to such documentobligations. (c) Each If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder either of the two preceding paragraphs, such Person (the “"Indemnified Party”Person") agrees to give prompt written notice shall promptly notify the Persons against whom such indemnity may be sought (the "Indemnifying Persons") in writing, and the Indemnifying Persons, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the indemnifying party (the “Indemnifying Party”) after the receipt by Indemnified Person to represent the Indemnified Party of Person and any written notice of others the commencement of any action, suit, Indemnifying Persons may reasonably designate in such proceeding or investigation or threat thereof made in writing for which and shall pay the Indemnified Party intends fees and expenses actually incurred by such counsel related to claim indemnification or contribution pursuant to the Transaction Documentssuch proceeding; provided, however, that the failure to so notify the Indemnifying Party shall Persons (i) will not relieve the Indemnifying Party of it from any liability that it may have to the Indemnified Party hereunder unless, under paragraph (a) or (b) above unless and only to the extent that, such failure results in the forfeiture by the indemnifying party of substantial rights and defenses of either the Indemnified or Indemnifying Party’s forfeiture of substantive rights or defensesPerson and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) and (b) above. If notice of commencement of In any such action is given to the Indemnifying Party as above providedproceeding, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party Person shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by at the expense of such Indemnified Party Person unless (i) the Indemnifying Party agrees Persons and the Indemnified Person shall have mutually agreed to pay the samecontrary, (ii) the Indemnifying Party fails Persons shall have failed within a reasonable period of time to assume the defense of such action with retain counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment Person or (iii) the named parties to in any such action proceeding (including any impleaded parties) have been advised by such counsel that either (x) include both any Indemnifying Person and the Indemnified Person or any Affiliate thereof and representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards due to actual or potential differing interests between them. It is understood that the Indemnifying Persons shall not, in connection with such proceeding or separate but substantially similar related proceeding in the same jurisdiction arising out of professional conduct or the same general allegations, be liable for the fees and expenses of more than one separate firm (yin addition to any local counsel) there may for all Indemnified Persons, and that all such fees and expenses shall be one or more legal defenses available to it which reimbursed promptly as they are different from or additional to those available incurred. Any such separate firm for the Participants shall be designated in writing by Participants who sold a majority in interest of Registrable Notes and Exchange Notes sold by all such Participants and shall be reasonably acceptable to the Indemnifying Party. In either Company, and any such separate firm for the Issuers, their Affiliates, officers, directors, representatives, employees and agents, and such control Persons of such cases, Issuer shall be designated in writing by such Issuer and shall be reasonably acceptable to the Holders. The Indemnifying Party Persons shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into of any proceeding effected without its prior written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldwithheld or delayed), but if settled with such consent or if there be a final non-appealable judgment for the plaintiff for which the Indemnified Person is entitled to indemnification pursuant to this Agreement, each of the Indemnifying Persons agrees to indemnify and hold harmless each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Persons (which consent shall not be unreasonably withheld or delayed), effect any settlement or compromise of any pending or threatened proceeding in respect of which any Indemnified Person is or could reasonably have been a party, or indemnify could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional written release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Indemnified Person. (d) If the indemnification provided for in clauses (a) and (b) of this Section 7.5 from the Indemnifying Party pursuant 7 is for any reason unavailable to, or insufficient to applicable law is unavailable to hold harmless, an Indemnified Party hereunder Person in respect of any losses, claims, damages, damages or liabilities or expenses referred to therein, then the each Indemnifying PartyPerson under such clauses, in lieu of indemnifying such Indemnified PartyPerson thereunder and in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Party Person as a result of such losses, claims, damages, damages or liabilities or expenses in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnifying Person or Persons on the one hand and the Indemnified Person or Persons on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the Indemnifying Party Person or Persons on the one hand and the Indemnified Party Person or Persons on the other in connection with the actions which statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, damages or liabilities (or expenses, actions in respect thereof) as well as any other relevant equitable considerations. The relative faults benefits received by the Issuers on the one hand and the Participants on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of discounts and commissions but before deducting expenses) of the Notes received by the Company bears to the total proceeds received by such Indemnifying Party and Indemnified Party Participant from the sale of Registrable Notes or Exchange Notes, as the case may be, in each case as set forth in the table on the cover page of the Offering Memorandum dated September 19, 1997 in respect of the sale of the Notes. The relative fault of the parties shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied byby the Issuers on the one hand or such Participant or such other Indemnified Person, such Indemnifying Party or Indemnified Partyas the case may be, and on the other, the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid statement or payable by a party as a result of omission, and any other equitable consideration appropriate in the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), circumstances. (be) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) 7 were determined by pro rata or per capita allocation (even if the Participants were treated as one entity for such purpose) or by any other method of allocation which that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages, judgments, liabilities and expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Person in connection with investigation or defending any such action or claim. Notwithstanding the provisions of this Section 6, in no event shall a Participant be required to contribute any amount in excess of the amount by which proceeds received by such Participant from sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the amount of any damages that such Participant has otherwise been required to pay or has paid by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 7 shall be paid by the Indemnifying Party to the Indemnified Party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Issuers set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Holder or any person who controls a Holder, the Issuer, its directors, officers, employees or agents or any person controlling the Issuer, and (ii) any termination of this Agreement. (g) The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability which the Indemnifying Persons may otherwise have to the Indemnified Persons referred to above.

Indemnification; Contribution. (a) Amicus shall In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, A&P agrees to indemnify and hold harmless each Holder (including harmless, to the employeesfullest extent permitted by Law, agentsTengelmann, representativesits Affiliates, directors, officers and directors stockholders and each Person who controls Tengelmann within the meaning of each Purchaser and its Affiliates) either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a collectively, the “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigation) arising out ofattorneys’ fees), directly joint or indirectlyseveral, caused by any untrue or alleged untrue statement of a material fact contained in any part of any Registration Statement or any other document filed preliminary or final prospectus used in accordance connection with this Section 7the Registrable Securities or any Issuer FWP, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, provided that Amicus A&P will not be liable in required to indemnify any such case to the extent that Indemnified Person for any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and liabilities, judgments, actions or expenses (including reasonable costs of investigation) arising out of, directly or indirectly, resulting from any such untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such untrue statement or omission was made in reliance upon on and in conformity with information with respect to any information concerning such Holder Indemnified Person furnished to A&P in writing by Tengelmann expressly for use therein. (b) In connection with any Registration Statement or preliminary or final prospectus or Issuer FWP, Tengelmann agrees to Amicus indemnify A&P, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls A&P (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from A&P to Tengelmann, but only with respect to information with respect to any Indemnified Person furnished to A&P in writing by such Holder specifically Tengelmann expressly for use in the preparation of such documentRegistration Statement, preliminary or final prospectus, or Issuer FWP. (c) Each In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder Section 3.08(a) or (b), such Person (hereinafter called the “Indemnified Partyindemnified party”) agrees to give prompt written notice to will (i) promptly notify the indemnifying party Person against whom such indemnity may be sought (hereinafter called the “Indemnifying Partyindemnifying party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documentswriting; provided, however, provided that the failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party indemnifying party of any liability that it may have its obligations pursuant to the Indemnified Party hereunder unless, and only this Agreement except to the extent that, such failure results indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, indemnifying party to assume the defense of such claim, action at its own expense, or proceeding with counsel chosen by it and reasonably satisfactory to the indemnified party to represent the indemnified party and (iii) pay the fees and disbursements of such Indemnified Partycounsel related to such claim, action or proceeding. The Indemnified Party shall In any such claim, action or proceeding, any indemnified party will have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other than reasonable costs of investigationrights under the Charter, Bylaws and applicable Law, if any) shall be paid by the Indemnified Party unless (iA) the Indemnifying Party agrees indemnifying party and the indemnified party have mutually agreed to pay the sameretention of such counsel, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iiiB) the named parties to any such claim, action or proceeding (including any impleaded parties) have include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by such counsel counsel, with a copy provided to A&P, that either (x) representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them or (yC) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party. It is understood that the indemnifying party will not, in connection with any claim, action on behalf or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel at any time for all such indemnified parties), and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such Indemnified Partyfees and expenses. No Indemnifying Party shall In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement entered into of any claim, action or proceeding effected without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If ), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the indemnification provided plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for in reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 7.5 from 3.08(c), the Indemnifying Party pursuant indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to applicable law is unavailable the propriety of such reimbursement prior to an Indemnified Party hereunder the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any losses, claims, damages, liabilities indemnified party is or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable could have been a party and indemnity could have been sought hereunder by such Indemnified Party as a result indemnified party, unless such settlement includes an unconditional release of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect indemnified party from all liability on claims that are the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults subject matter of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person.

Indemnification; Contribution. (a) Amicus shall Indemnification by the Company. The Company agrees ------------------------------ to indemnify and hold harmless each Designated Holder, its partners, directors, officers, affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Designated Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) (each, a "Liability" and collectively, "Liabilities"), arising --------- ----------- out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; providedmisleading under the circumstances such statements were made, however, that Amicus will not be liable in any except insofar as such case to the extent that any such Damages arise Liability arises out of, directly of or indirectly, is based upon any untrue statement or omissionalleged untrue statement or omission or alleged omission contained in such Registration Statement, made preliminary prospectus or final prospectus in reliance upon and in conformity with written information concerning such Designated Holder furnished in writing to Amicus the Company by such Designated Holder specifically and expressly for inclusion in such document. (b) Each Holder use therein, including, without limitation, the information furnished to the Company pursuant to Section 8(b). The Company shall indemnify and hold harmless Amicusalso provide customary indemnities to any underwriters of the Registrable Securities, and its respective directors, their officers, directors and employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation underwriters (within the meaning of Section 11(f) 15 of the Securities Act) shall be entitled to contribution from any Personthe same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including and each person, if any, who controls any Holder within the employees, agents, representatives, officers and directors meaning of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damagesdamages and liabilities (including, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectlywithout limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7amendment thereof, including all documents incorporated therein by reference, or any the omission to state therein or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus (or amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedexcept insofar as such losses, howeverclaims, that Amicus will damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein. The Company shall also indemnify each Exchanging Dealer participating in the offering and sale of the Notes and each person who controls any such Exchanging Dealer (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent and with the same limitations as provided above with respect to the indemnification of the Holders of the Notes. The foregoing notwithstanding, the Company shall not be liable in any such case to the extent that any such Damages losses, claims, damages or liabilities arise out ofof or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus that is a preliminary Prospectus if (i) such indemnified person failed to send or deliver a copy of the Prospectus with or prior to the delivery or written confirmation of the sale of the Notes giving rise to such losses, directly claims, damages or indirectly, any liabilities and (ii) the Prospectus would have corrected such untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall agrees, severally and not jointly, to indemnify and hold harmless Amicusthe Company, the Company's directors, the Company's officers who sign a Registration Statement, and its respective directorseach person, officersif any, employees and each Person who controls Amicus (the Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) Act from and against any and all losses, claims, damagesdamages and liabilities (including, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectlywithout limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7amendment thereof, any preliminary Prospectus or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any but only the reference to information concerning relating to such Holder furnished to the Company in writing to Amicus by such Holder specifically expressly for use in such Registration Statement, preliminary Prospectus, Prospectus or any amendments or supplements thereto. In no event shall the preparation liability of any Holder of the Notes hereunder be greater in amount than the net dollar amount of the proceeds received by such documentHolder from the sale of the Notes giving rise to such indemnification obligation. (c) Each Person entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to indemnification hereunder either of the two proceeding paragraphs, such person (the “Indemnified Party”"indemnified party") agrees shall promptly notify the person against ----------------- whom such indemnity may be sought (the "indemnifying party") in writing and ------------------ the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to give prompt written notice the indemnified party to represent the indemnified party and any others the indemnifying party (may designate in such proceeding and shall pay the “Indemnifying Party”) after the receipt by the Indemnified Party reasonable fees and disbursements of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends such counsel related to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesproceeding. If notice of commencement of In any such action is given to the Indemnifying Party as above providedproceeding, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by at the Indemnified Party expense of such indemnified party unless (i) the Indemnifying Party agrees indemnifying party and, the indemnified party shall have mutually agreed to pay the same, retention of such counsel or (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action proceeding (including any impleaded parties) have been advised by such counsel that either (x) include both the indemnifying party and the indemnified party and representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of professional conduct the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (ya) there may the fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all persons, if any, who control any Holders within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, and (b) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be one or more legal defenses available to it which reimbursed as they are different from or additional to those available to the Indemnifying Partyincurred. In either the case of any such casesseparate firm for the Company and any such control persons of the Company, such firm shall be designated in writing by the Indemnifying Party Company. In the case of any such separate firm for the Holders or any such control persons of any Holders, such firm shall not have the right to assume the defense of such action be designated in writing on behalf of the Majority Holders. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such Indemnified Partyconsent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability or reason of such settlement or judgment. No Indemnifying Party Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement entered into of any proceeding effected without its written consent if (other i) such settlement is entered into more than in 30 days after receipt by such indemnifying party of the case where the Indemnifying Party is unconditionally released from liability aforesaid request and its rights are not adversely effected), which consent (ii) such indemnifying party shall not be unreasonably withheldhave reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If To the extent the indemnification provided for in paragraph (a) or (b) of this Section 7.5 from the Indemnifying Party pursuant to applicable law 6 is unavailable to an Indemnified Party hereunder indemnified party or insufficient in respect of any losses, claims, damages, damages or liabilities or expenses referred to thereinherein, then the Indemnifying Party, in lieu of each indemnifying such Indemnified Party, party shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, damages or liabilities (or expenses actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions statements or omissions which resulted in such losses, claims, damages, damages or liabilities (or expensesactions in respect thereof), as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The amount paid or payable by a party as a result Holders' respective obligations to contribute pursuant to this paragraph are several in proportion to the respective number of the lossesNotes they have sold pursuant to a Registration Statement, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to not joint. (e) The Company and the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto Holders agree that it would not be just and or equitable if contribution pursuant to this Section 7.5(d6(d) were determined by pro rata allocation or by any other method of allocation which that does not take account of the equitable considerations referred to in paragraph (d) of this Section 6. The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages or liabilities referred to in paragraph (d) of this Section 6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, a Holder of the Notes shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes sold by such indemnifying party and distributed to the public were offered to the public pursuant to any Registration Statement exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company or any person controlling the Company and (iii) the sale of any Notes by any Holder.

Indemnification; Contribution. In each and every circumstance in which the provisions of section 6(e) are inapplicable, the following provisions of this Section shall apply: (a) Amicus shall The Company shall, to the fullest extent permitted by law, and in addition to any such rights which any Indemnified Investor (as defined below) may have pursuant to statute, the Certificate of Incorporation, or the By-laws of the Company, or otherwise, indemnify and hold harmless each Holder New Investor (including the employeesits respective directors, officers, partners, employees and agents, representativeseach an "INDEMNIFIED INVESTOR") and each person (a "Controlling Person" and collectively with Indemnified Investors, officers and directors the "Indemnified Parties") who controls any of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) them within the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities expenses and expenses liabilities, joint or several (including reasonable costs of any investigation) arising out , legal and other expenses incurred in connection with, and any amount paid in settlement of, directly any action, suit or indirectly, any untrue statement of a material fact contained in any Registration Statement proceeding or any other document filed in accordance with this Section 7claim asserted), to which they, or any omission to state therein a fact required to be stated therein or necessary to make of them, may become subject by reason of their representation on the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning Board of Directors of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt Company by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction DocumentsNew Investors Designee; provided, however, that the failure Company will not be obligated to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have provide indemnification to the Indemnified Party New Investors hereunder unless, and only to the extent thatthat such loss, such failure results in claim, damage, expense or liability which gives rise to claim for indemnification hereunder arises from the Indemnifying Party’s forfeiture gross negligence or willful neglect of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldNew Investors Designee. (db) If the indemnification provided for in this Section 7.5 11(a) above for any reason (other than with respect to a claim for indemnification arising from the Indemnifying Party pursuant act or omission of the New Investor Designee) is held by a court of competent jurisdiction to applicable law is be unavailable to an Indemnified Party hereunder Investor in respect of any losses, claims, damages, expenses or liabilities or expenses referred to therein, then the Indemnifying PartyCompany, in lieu of indemnifying such Indemnified PartyInvestor thereunder, shall contribute to the amount paid or payable by such Indemnified Party Investor as a result of such losses, claims, damages, expenses or liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company and Indemnified Party the New Investors in connection with the actions action or inaction which resulted in such losses, claims, damages, liabilities expenses or expensesliabilities, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, Company and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto New Investors agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d11(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty . (c) The indemnification and contribution provided for in this Section 11 will remain in full force and effect regardless of an intentional any investigation made by or fraudulent misrepresentation (within the meaning of Section 11(f) on behalf of the Securities ActIndemnified Investors or any officer, director, employee, agent or Controlling Person of the Indemnified Investors. (d) Any Indemnified Investor that proposes to assert the right to be indemnified under this Section 11 will, promptly after receipt of notice of commencement of any claim or action against such party in respect of which a claim is to be made against the Company under this Section 11, notify the Company of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify the Company will not relieve the Company from any liability that the Company may have to any Indemnified Investor under the foregoing provisions of this Section 11 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the Company. The Indemnified Investor will have the right to retain its own counsel in any such action and all fees, disbursements and other charges incurred in the investigation, defense and/or settlement of such action shall be advanced and reimbursed by the Company promptly as they are incurred; provided, however, that the Indemnified Investor shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of competent jurisdiction that the Indemnified Investor to whom such expenses are advanced is not entitled to contribution from be indemnified as a matter of law. The Company shall not settle any Personaction or claim for which indemnification is sought under this Section 11 without the prior written consent of the Indemnified Investor.

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder (including in any offering or sale of Registrable Securities, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (A) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such documentregistration. Notwithstanding the foregoing provisions of this Section 12(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 12(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) Each In connection with any Registration Statement filed pursuant to this Agreement, each Holder shall of Registrable Securities to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless Amicusharmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any offering and its respective directors, officers, employees sale of Registrable Securities and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any and all lossesactual action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the preparation amount of the total net proceeds received by such Holder from sales of the Registrable Securities of such documentHolder under such Registration Statement. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 12 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counsel (other than reasonable costs additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of investigation) shall be paid by the Indemnified Party unless (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Indemnifying Party agrees Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to pay the sameCompany), (ii) more than one counsel for the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party underwriters in its reasonable judgment an Underwritten Offering or (iii) more than one counsel for the named parties to Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action (including action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and judgment or entry into any settlement which does not include as an unconditional term thereof the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 12. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 12 is unavailable to an Indemnified Party indemnified party hereunder in respect of to any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Securities of the Holder under the applicable Registration Statement. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 12(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (ai) Amicus shall TAP agrees to indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) Indemnitee from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly of or indirectly, based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement prepricing prospectus, registration statement or prospectus or in any other document filed in accordance with this Section 7amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission was or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with any the information concerning such Holder relating to-a Minority Stockholder furnished in writing to Amicus TAP by such Holder specifically or on behalf of a Minority Stockholder expressly for use in the preparation of such documentconnection therewith. The foregoing indemnity agreement shall be in addition to any liability which TAP may otherwise have. (cii) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of If any action, suitsuit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against TAP, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so such Indemnitee shall promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unlessTAP, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party TAP shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Partypayment of all fees and expenses. The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) TAP has agreed in writing to pay such fees and expenses, (y) TAP has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties include) both such Indemnitee and TAP, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and TAP by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case TAP shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that TAP shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. TAP shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, TAP agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (iii) Each of the Minority Stockholders, severally and not jointly, agree to indemnify and hold harmless TAP, its directors, its officers who sign the registration statement, and any person who controls TAP within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from TAP to an Indemnitee, but only with respect to information relating to such Minority Stockholder furnished in writing by or on behalf of such Minority Stockholder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against TAP, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Minority Stockholder pursuant to this Section 4(f)(iii), such Minority Stockholder shall have the rights and duties given to TAP by Section 4(f)(ii) hereof (except that if TAP shall have assumed the defense thereof such Minority Stockholder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid at the Minority Stockholder's expense), and TAP, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by the Indemnified Party unless (iSection 4(f)(ii) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party hereof. The foregoing indemnity agreement shall be in its reasonable judgment or (iii) the named parties addition to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and liability which the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there Minority Stockholders may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldotherwise have. (div) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 4(f) is unavailable to an Indemnified Party hereunder indemnified party under paragraphs (i) or (iii) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Partyan indemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of TAP and of the Indemnifying Party and Indemnified Party in Minority Stockholders in-connection with the actions which statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party TAP on the one hand and Indemnified Party a Minority Stockholder on the other hand shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, by TAP on the one hand or by such Indemnifying Party or Indemnified Party, Minority Stockholder on the other hand and the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such actionstatement or omission. (v) TAP and the Minority Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 4(f) were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 4(f)(iv) hereof. The amount paid or payable by a an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to above in Section 4(f)(iv) hereof shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c)above, any legal or other fees, charges or expenses reasonably incurred by such indemnified party in connection with investigating any investigation claim or defending any such action, suit or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to Notwithstanding the provisions of this Section 7.5(d) were determined by pro rata allocation or by 4(f), no Minority Stockholder shall be required to contribute any other method of allocation which does not take account amount in excess of the equitable considerations referred amount by which the proceeds to in such Minority Stockholder exceeds the immediately preceding paragraphamount of any damages which such Minority Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not guilty of such fraudulent misrepresentation. (vi) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (vii) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 4(f) shall be paid by the indemnifying party to the indemnified party -as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 4(f) shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, TAP, its directors or officers, or any person controlling TAP, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) Amicus shall indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable except insofar as the same are caused by or contained in any information concerning such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information Holder furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person.

Indemnification; Contribution. (a) Amicus shall Indemnification by the Company. The Company agrees to ------------------------------- indemnify and hold harmless each Designated Holder and each Person who controls (including within the employees, agents, representatives, officers and directors meaning of each Purchaser and its AffiliatesSection 15 of the Securities Act) (each a “Purchaser Indemnitee”) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) (collectively, "Liabilities"), ----------- arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; providedmisleading under the circumstances such statements were made, however, that Amicus will not be liable in any except insofar as such case to the extent that any such Damages arise Liability arises out of, directly of or indirectly, is based upon any untrue statement or omissionalleged untrue statement or omission or alleged omission contained in such Registration Statement, made preliminary prospectus or final prospectus in reliance upon and in conformity with written information concerning such Designated Holder furnished in writing to Amicus the Company by such Designated Holder specifically and expressly for inclusion in use therein, including, without limitation, the information furnished to the Company pursuant to Section 8(b) or failure of a Designated Holder to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such document. (b) Each Designated Holder with copies of the same. The Company shall indemnify and hold harmless Amicusalso provide customary indemnities to any underwriters of the Registrable Securities, and its respective directors, their officers, directors and employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation underwriters (within the meaning of Section 11(f) 15 of the Securities Act) shall be entitled to contribution from any Personthe same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder (including in any offering or sale of Registrable Securities, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the employeesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, representatives, officers employees and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or delayed) (collectively, "Losses") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of, directly of or indirectly, based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading; provided, however, that Amicus will not be liable except in each case insofar as such statements or omissions arise out of or are based upon (A) any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to Amicus the Company by such Holder specifically and or its counsel expressly for inclusion use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such documentregistration. Notwithstanding the foregoing provisions of this Section 11(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 11(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) Each In connection with any Registration Statement filed pursuant hereto, each Holder shall of Registrable Securities to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless Amicusharmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any offering and its respective directors, officers, employees sale of Registrable Securities and each Person Person, if any, who controls Amicus (the Company or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any and all lossesactual action, claimssuit, damages, liabilities and expenses (including reasonable costs of investigation) proceeding or investigation arising out of, directly of or indirectly, based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7in, or any omission to state therein or alleged omission of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, if but only to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with any information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 11(b) with respect to any amount in excess of the preparation amount of the total net proceeds received by such Holder from sales of the Registrable Securities of such documentHolder under such Registration Statement. (c) Each Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to such indemnified party may claim indemnification or contribution pursuant to the Transaction Documents; providedthis Agreement, however, provided that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party obligations of any liability that it may have the indemnifying party pursuant to the Indemnified Party hereunder unless, and only this Section 11 except to the extent that, the indemnifying party shall have been actually and materially prejudiced as a result of such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesfailure. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify the Indemnifying Party as above providedindemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent that it may shall wish, jointly with any other Indemnifying Party indemnifying party similarly notified, to assume the defense of such action at its own expensethereof, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have indemnified party, and after notice from the right indemnifying party to employ separate counsel in any such action and participate in indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such counsel (other than reasonable costs additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of investigation) shall be paid by the Indemnified Party unless (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Indemnifying Party agrees Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to pay the sameCompany), (ii) more than one counsel for the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party underwriters in its reasonable judgment an Underwritten Offering or (iii) more than one counsel for the named parties to Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action (including action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and judgment or entry into any settlement which does not include as an unconditional term thereof the Indemnifying Party giving by the same counsel would be inappropriate under applicable standards claimant or plaintiff to such indemnified party of professional conduct a release from all liability in respect to such action, suit, proceeding or (y) there may be one or more legal defenses available to it which are different from or additional to those available investigation to the Indemnifying Party. In either of extent such cases, liability is covered by the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Partyindemnity obligations set forth in this Section 11. No Indemnifying Party indemnified party shall be liable for consent to entry of any judgment or entry into any settlement entered into without its written the consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldof each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 11 is unavailable to an Indemnified Party indemnified party hereunder in respect of to any losses, claims, damages, liabilities or expenses referred to thereinLosses, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Securities of the Holder under the applicable Registration Statement. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 11(c), any legal or other fees, charges or fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 11(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 11(a) or 11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(d). (e) The provisions of this Section 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 11 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Amicus shall indemnify In connection with any registration of Registrable Securities or Underwritten Offering pursuant to Section 2.01, Section 2.02 or Section 2.03, Boron will indemnify, defend and hold harmless each Holder (including the employeesShareholder, agents, representatives, officers and directors of each Purchaser and its Affiliates) , directors, officers, shareholders and employees and each Person who controls such Shareholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a collectively, the “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly Losses caused by any untrue or indirectly, any alleged untrue statement of a material fact contained or incorporated by reference in any part of any Registration Statement or any other document filed Prospectus, including any amendment or supplement thereto, used in accordance connection with this Section 7the Registrable Securities, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that Amicus Boron will not be liable in required to indemnify any Indemnified Person for any such case Loss arising out of or with respect to sales pursuant to the extent Registration Statement or Prospectus based upon information in the Registration Statement or Prospectus that any was represented by Silicon or Silicon Holdings as true and correct in the Merger Agreement, and with respect to which ▇▇▇▇▇ would not have been reasonably expected to discover the failure of such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon information to be true and in conformity with written information furnished in writing correct prior to Amicus by the date of such Holder specifically and expressly for inclusion in such documentsales. (b) Each Holder shall indemnify In connection with any Registration Statement or Prospectus, the Shareholders who sell Registrable Securities pursuant to such Registration Statement or Prospectus will severally but not jointly indemnify, defend and hold harmless AmicusBoron, and its respective directors, its officers, its employees and each Person Person, if any, who controls Amicus Boron (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from and against any and all lossesBoron to the Shareholders, claims, damages, liabilities and expenses (including reasonable costs of investigation) but only with respect to information arising out ofof or based upon information furnished in writing by such Shareholder or on such Shareholder’s behalf (in each case, directly or indirectlyin its capacity as a Shareholder), any untrue statement of a material fact contained in either case expressly for use in any Registration Statement or any other document filed in accordance with this Section 7Prospectus, including any amendment or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus by such Holder specifically for use in the preparation of such documentsupplement thereto. (c) Each In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder Section 2.11(a) or Section 2.11(b), such Person (the “Indemnified Party”) agrees to give prompt written notice to will promptly notify the indemnifying party Person against whom such indemnity may be sought (the “Indemnifying Party”) after in writing and the receipt by Indemnifying Party shall be entitled to participate therein and, to the extent it shall wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party and will pay the fees and disbursements of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends such counsel related to claim indemnification or contribution pursuant to the Transaction Documentssuch proceeding; provided, however, that the failure or delay to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of any liability that it may have its obligations pursuant to the Indemnified Party hereunder unless, and only this Agreement except to the extent that, that it shall be determined by a court of competent jurisdiction that such Indemnifying Party has been prejudiced by such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesdelay. If notice of commencement of In any such claim, action is given to the Indemnifying Party as above providedor proceeding, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right right, but not the obligation, to employ separate counsel participate in any such action defense and participate in the defense thereofto retain its own counsel, but the fees and expenses of such counsel (other than reasonable costs will be at the expense of investigation) shall be paid by the such Indemnified Party unless (i) the Indemnifying Party agrees and the Indemnified Party have mutually agreed to pay the sameretention of such counsel, (ii) the Indemnifying Party fails to assume the defense of such the claim, action with counsel reasonably satisfactory to or proceeding within fifteen (15) Business Days following receipt of notice from the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such action and the Indemnified Party has been advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Partypotential conflicting interests between them. In either of such cases, It is understood that the Indemnifying Party shall not have will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the right same jurisdiction, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys (in addition to assume the defense of such action on behalf of any local counsel) at any time for all such Indemnified PartyParties and that all such reasonable fees and expenses will be reimbursed as they are incurred. No In the case of the retention of any such separate firm for the Indemnified Parties, such firm will be designated in writing by the Indemnified Parties. The Indemnifying Party shall will not be liable for any settlement entered into of any claim, action or proceeding effected without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder, unless such settlement includes (i) an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (ii) no finding or admission of any violation of Law or any violation of the rights of any Person by the Indemnified Party or any of its Affiliates can be made as the result of such action and (iii) the sole relief (if any) provided is monetary damages that are reimbursed in full by the Indemnifying Party. (d) If the indemnification provided for in this Section 7.5 2.11 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder or is insufficient in respect of any losses, claims, damages, liabilities or expenses Losses referred to thereinin this Section 2.11, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall will contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses Losses (i) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which that resulted in such lossesLosses, claimsas well as any other relevant equitable considerations, damagesor (ii) if the allocation provided by clause (i) is not permitted by applicable Law, liabilities in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of Boron, on the one hand, and such Shareholder, on the other, in connection with the statements or expensesomissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party and Indemnified Party shall will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made taken by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall will be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 2.11(c), any reasonable legal or other fees, charges out of pocket fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. . (e) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d2.11(d) were determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in the immediately preceding paragraphSection 2.11(d). No Person guilty of an intentional or “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any PersonPerson who was not guilty of such fraudulent misrepresentation. In no event shall any Shareholder be obligated to provide indemnification or contribution in excess of the net aggregate proceeds received from the sale of Registrable Securities pursuant to the applicable Registration Statement or Prospectus.

Indemnification; Contribution. (a) Amicus ViroPharma shall indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”SaSy) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if ViroPharma shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable except insofar as the same are caused by or contained in any information concerning such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information Holder furnished in writing to Amicus ViroPharma by such Holder specifically and expressly for inclusion use in such documentRegistration Statement. (b) Each Holder shall indemnify and hold harmless AmicusViroPharma, any underwriter retained by ViroPharma and its their respective directors, officers, employees and each Person who controls Amicus ViroPharma or such underwriter (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if ViroPharma shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to Amicus ViroPharma by such Holder specifically for use in the preparation of such documentRegistration Statement or prospectus; provided, however, that the total amount to be indemnified by such -------- ------- Holder pursuant to this Section 8.6(b) shall be limited to the net proceeds received by the Holders in the offering to which the Registration Statement or prospectus relates. (c) Each Person entitled to indemnification hereunder (the “"Indemnified Party”") agrees to give prompt written notice to the indemnifying party (the “"Indemnifying Party”") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documentsthis Agreement; provided, however, that the failure so to so notify the Indemnifying Party shall -------- ------- not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s 's forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Indemnified Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 8.6 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a8.6(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d8.6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person.

Indemnification; Contribution. (a) Amicus shall In connection with any registration of Registrable Securities pursuant to Section 2.01, Section 2.02 or Section 2.03 hereof, Parent agrees to indemnify and hold harmless each Holder (including harmless, to the employeesfullest extent permitted by Law, agentsStockholder, representativesits Affiliates, directors, officers and directors stockholders and each Person who controls Stockholder within the meaning of each Purchaser and its Affiliates) either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a collectively, the “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigationattorneys’ fees) arising out of, directly joint or indirectly, several caused by any untrue or alleged untrue statement of a material fact contained in any part of any Registration Statement or any other document filed preliminary or final prospectus used in accordance connection with this Section 7the Registrable Securities or any Issuer FWP, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, provided that Amicus Parent will not be liable in required to indemnify any such case to the extent that Indemnified Person for any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and liabilities, judgments, actions or expenses (including reasonable costs of investigation) arising out of, directly or indirectly, resulting from any such untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such untrue statement or omission was made in reliance upon on and in conformity with information with respect to any information concerning such Holder Indemnified Person furnished to Parent in writing by Stockholder expressly for use therein. (b) In connection with any Registration Statement, preliminary or final prospectus, or Issuer FWP, Stockholder agrees to Amicus indemnify Parent, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls Parent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from Parent to Stockholder, but only with respect to information with respect to any Indemnified Person furnished to Parent in writing by such Holder specifically Stockholder expressly for use in the preparation of such documentRegistration Statement, preliminary or final prospectus, or Issuer FWP. (c) Each In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder Section 2.08(a) or (b), such Person (hereinafter called the “Indemnified Partyindemnified party”) agrees to give prompt written notice to will (i) promptly notify the indemnifying party Person against whom such indemnity may be sought (hereinafter called the “Indemnifying Partyindemnifying party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documentswriting; provided, however, provided that the failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party indemnifying party of any liability that it may have its obligations pursuant to the Indemnified Party hereunder unless, and only this Agreement except to the extent that, such failure results indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, indemnifying party to assume the defense of such claim, action at its own expense, or proceeding with counsel chosen by it and reasonably satisfactory to the indemnified party; and (iii) pay the fees and disbursements of such Indemnified Partycounsel related to such claim, action or proceeding. The Indemnified Party shall In any such claim, action or proceeding, any indemnified party will have the right to employ separate counsel in any such action and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel (other than reasonable costs will be at the expense of investigation) shall be paid by the Indemnified Party such indemnified party unless (iA) the Indemnifying Party agrees indemnifying party and the indemnified party have mutually agreed to pay the sameretention of such counsel, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iiiB) the named parties to any such claim, action or proceeding (including any impleaded parties) have include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by such counsel counsel, with a copy provided to Parent, that either (x) representation of such Indemnified Party and the Indemnifying Party both parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them or (yC) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party. It is understood that the indemnifying party will not, in connection with any claim, action on behalf or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel at any time for all such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such Indemnified Partyfees and expenses. No Indemnifying Party shall In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement entered into of any claim, action or proceeding effected without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 7.5 2.08 from the Indemnifying Party pursuant to applicable law indemnifying party is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities liabilities, judgments, actions or expenses referred to thereinin this Section 2.08, then the Indemnifying Partyindemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall will contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified party in connection with the actions which that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of Parent, on the one hand, and Stockholder, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party indemnifying party and Indemnified Party shall indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made taken by, or relates to information supplied by, such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, Knowledgeknowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall will be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (cSection 2.08(c), any legal or other fees, charges fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. . (e) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d2.08(d) were determined by pro rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in the immediately preceding paragraphSection 2.08(d). No Person guilty of an intentional or “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 2.08(e), Stockholder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by Stockholder with respect to the Registrable Securities exceed the greater of (A) the amount paid by Stockholder for its Registrable Securities and (B) the amount of any damages which Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Stockholder’s obligation to contribute pursuant to this Section 2.08 is several in proportion to the respective number of Registrable Securities held by such Stockholder hereunder and not joint. (f) For purposes of this Section 2.08, each controlling person of a Stockholder shall have the same rights to contribution as such Stockholder, and each officer, Director and Person, if any, who controls Parent within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as Parent, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 2.08, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from who contribution may be sought from any obligation it or they may have under this Section 2.08 or otherwise except to the extent that it has been prejudiced in any material respect by such failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is available under this Section 2.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 2.08(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 2.08(d) or (e).

Indemnification; Contribution. (a) Amicus shall Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless harmless, to the fullest extent permitted by law, each Holder (including the Designated Holder, its officers, directors, trustees, partners, employees, agents, representatives, officers advisors and directors agents and each Person who controls (within the meaning of each Purchaser and its Affiliatesthe Securities Act or the Exchange Act) (each a “Purchaser Indemnitee”) such Designated Holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out ofof or based upon any untrue, directly or indirectlyallegedly untrue, any untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any other document filed in accordance with this Section 7, amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if such statement except insofar as the same are caused by or omission was made contained in reliance upon and in conformity with any information concerning such Designated Holder furnished in writing to Amicus the Company by such Designated Holder specifically expressly for use in therein, including, without limitation, the preparation of such document. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice information furnished to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of Company pursuant to Section 8(b). The Company shall also provide customary indemnities to any written notice underwriters of the commencement of any actionRegistrable Securities, suittheir officers, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, directors and only to the extent that, employees and each Person who controls such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation underwriters (within the meaning of Section 11(fthe Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Securities Act) shall be entitled to contribution from any PersonDesignated Holders of Registrable Securities.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) Indemnitee from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly of or indirectly, based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement prepricing prospectus, registration statement or prospectus or in any other document filed in accordance with this Section 7amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Amicus will not be liable in any such case to the extent that any such Damages arise out of, directly or indirectly, any untrue statement or omission, made in reliance upon and in conformity with written information furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of, directly or indirectly, any untrue statement of a material fact contained in any Registration Statement or any other document filed in accordance with this Section 7, or any omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading, if except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission was or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with any the information concerning such relating to a participating Holder furnished in writing to Amicus the Company by such or on behalf of a participating Holder specifically expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the preparation of such documentCompany may otherwise have. (cb) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of If any action, suitsuit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; provided, however, that the failure to so such Indemnitee shall promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unlessCompany, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party Company shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, including the employment of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Partypayment of all fees and expenses. The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 6(c), such Holder shall have the rights and duties given to the Company by Section 6(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by the Indemnified Party unless (iSection 6(b) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party hereof. The foregoing indemnity agreement shall be in its reasonable judgment or (iii) the named parties addition to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and liability which the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there participating Holders may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheldotherwise have. (d) If the indemnification provided for in this Section 7.5 from the Indemnifying Party pursuant to applicable law 6 is unavailable to an Indemnified Party hereunder indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Partyan indemnifying party, in lieu of indemnifying such Indemnified Partyindemnified party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company and Indemnified Party of the participating Holders in connection with the actions which statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults fault of such Indemnifying Party the Company on the one hand and Indemnified Party a participating Holder on the other hand shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, by the Company on the one hand or by such Indemnifying Party or Indemnified Party, participating Holder on the other hand and the parties’ ' relative intent, Knowledgeknowledge, access to or information and opportunity to correct or prevent such actionstatement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 6(d) hereof. The amount paid or payable by a an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to above in Section 6(d) hereof shall be deemed to include, subject to the limitations set forth in Sections 7.5(a), (b) and (c)above, any legal or other fees, charges or expenses reasonably incurred by such indemnified party in connection with investigating any investigation claim or defending any such action, suit or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to Notwithstanding the provisions of this Section 7.5(d) were determined by pro rata allocation or by 6, no participating Holder shall be required to contribute any other method of allocation which does not take account amount in excess of the equitable considerations referred amount by which the proceeds to in such participating Holder exceeds the immediately preceding paragraphamount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 6 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 6 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.