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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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, except insofar as the same are caused by or contained in any information concerning such 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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 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 6.5(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 6.5(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 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 or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, prospectus Prospectus, Free Writing Prospectus or preliminary prospectus “issuer information” filed or notification required to be filed pursuant to Rule 433(d) under the Securities Act, or offering circular prepared 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, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by Amicus in such Holder or its counsel expressly for use therein, (ii) 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 (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) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the registration and/or Company, 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 Company or such underwriter within the meaning of Section 15 of the Registrable Securities (as amended Act or supplemented if Amicus shall have furnished Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any amendments actual or supplements thereto) threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission to state therein 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, except insofar as but only to the same are caused by extent that any such untrue statement or contained omission is made in any reliance on and in conformity with information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documenttherein; provided, however, that in no event Holder shall be required to indemnify the Company or any indemnity other indemnified party under this Section 6.5(b12(b) be greater with respect to any amount in amount than excess of the aggregate dollar amount of the proceeds gross proceeds, after deducting any underwriting discounts and commissions, received by all of the Purchasers such Holder upon the sale of the Registrable Securities giving rise to such Registrable Securitiesindemnification 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 6.5 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 6.5(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 6.5(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 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 attorneys' 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 investigationor based upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated 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, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for 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 registration. 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) (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) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any actual action, suit, proceeding or investigation arising out of or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementin, 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 amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein 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, except insofar as but only to the same are caused by extent that any such untrue statement or contained omission is made in any reliance on and in conformity with information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documenttherein; provided, however, that in no event Holder shall be required to indemnify the Company or any indemnity other indemnified party under this Section 6.5(b12(b) be greater with respect to any amount in amount than excess of the aggregate dollar amount of the total net proceeds received by all such Holder from sales of the Purchasers upon the sale Registrable Securities of such Registrable SecuritiesHolder 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 6.5 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 6.5(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 6.5(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 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 of, directly or based upon indirectly, any untrue, or allegedly untrue, untrue statement of a material fact contained in any Registration StatementStatement or any other document filed in accordance with this Section 7, 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 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, except insofar as the same are caused by or contained 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 concerning such 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 of of, directly or based upon indirectly, any untrue, or allegedly untrue, untrue statement of a material fact contained in any Registration StatementStatement or any other document filed in accordance with this Section 7, 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 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 6.5 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 6.5(a7.5(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 6.5(d7.5(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 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 or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, prospectus Prospectus, Free Writing Prospectus or preliminary prospectus “issuer information” filed or notification required to be filed pursuant to Rule 433(d) under the Securities Act, or offering circular prepared 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, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by Amicus in such Holder or its counsel expressly for use therein, (ii) 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 (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) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the registration and/or Company, 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 Company or such underwriter within the meaning of Section 15 of the Registrable Securities (as amended Act or supplemented if Amicus shall have furnished Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any amendments actual or supplements thereto) threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission to state therein 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, except insofar as but only to the same are caused by extent that any such untrue statement or contained omission is made in any reliance on and in conformity with information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documenttherein; provided, however, that in no event Holder shall be required to indemnify the Company or any indemnity other indemnified party under this Section 6.5(b13(b) be greater with respect to any amount in amount than excess of the aggregate dollar amount of the proceeds gross proceeds, after deducting any underwriting discounts and commissions, received by all of the Purchasers such Holder upon the sale of the Registrable Securities giving rise to such Registrable Securitiesindemnification 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 6.5 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 6.5(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 6.5(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 attorneys’ 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 investigationor based upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated 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, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Stockholder furnished in writing to the Company by such Stockholder or its counsel expressly for 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 registration. 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) 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, to the fullest extent permitted by law, the Company, 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 the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any actual action, suit, proceeding or investigation arising out of or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementin, 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 amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein 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, except insofar as but only to the same are caused by extent that any such untrue statement or contained omission is made in any reliance on and in conformity with information concerning with respect to such Holder Stockholder furnished in writing to Amicus the Company by such Holder Stockholder or its counsel 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documenttherein; provided, however, that in no event Stockholder shall be required to indemnify the Company or any indemnity other indemnified party under this Section 6.5(b11(b) be greater with respect to any amount in amount than excess of the aggregate dollar amount of the total net proceeds received by all such Stockholder from sales of the Purchasers upon the sale Registrable Common Shares of such Registrable SecuritiesStockholder 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 6.5 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 6.5(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 6.5(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 pursuant to Section 6.01 or Section 6.02 hereof, the Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by Law, each Holder (including the employeesParticipating Stockholder, agentstheir Affiliates, representativesdirectors, officers and directors stockholders and each Person who controls each 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 collectively, the “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses expenses, joint or several (including reasonable costs of investigationattorneys’ fees) arising out of caused by any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any part of any Registration Statement, any preliminary or final prospectus or preliminary prospectus or notification or offering circular prepared by Amicus used in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any amendments Issuer FWP, 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as ; provided that the same are caused by or contained in Company will not be required to indemnify any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly Indemnified Persons 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 or expenses (including reasonable costs of investigation) arising out of resulting from any such untrue statement or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 untrue statement or omission was made in reliance upon on and in conformity with any information concerning such Holder with respect to any Indemnified Person furnished to the Company in writing by a Participating Stockholder expressly for use therein. In connection with an underwritten offering, the Company will indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (within the meaning of either the Securities Act or the Exchange Act) to Amicus the same extent as provided above with respect to the indemnification of the Participating Stockholders; provided that such Underwriter agrees to indemnify the Company to the same extent as provided below with respect to the indemnification of the Company by the Participating Stockholders. (b) In connection with any Registration Statement, preliminary or final prospectus or Issuer FWP, each Participating Stockholder, severally and not jointly. agrees to indemnify the Company, the 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 the Participating Stockholders, but only with respect to information with respect to any Indemnified Person furnished to the Company in writing by such Holder specifically and Participating Stockholder expressly for use in the preparation of such document; providedRegistration Statement, howeverpreliminary or final prospectus, 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 Securitiesor Issuer FWP. (c) Each In case any proceeding (including any governmental investigation) will be instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder Section 6.08(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, provided that the failure to so notify the Indemnifying Party an indemnifying party shall not relieve the Indemnifying Party of it from any liability that which it may have to the Indemnified Party hereunder unlesshereunder, and only except to the extent that, that the indemnifying party is materially prejudiced by such failure results in the Indemnifying Party’s forfeiture of substantive rights or defensesto give notice. 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 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 will 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) include both the indemnifying party and the indemnified party and the indemnified party will have 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 proceeding or related 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 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 proceeding effected without its written consent, but if 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 6.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (other i) such settlement is entered into more than 15 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 case where basis of the Indemnifying Party 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 unconditionally released or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement is of a claim for monetary damages only, such claim has been settled by the payment of money only and such settlement includes an unconditional release of such indemnified party from all liability and its rights on claims that are not adversely effected), which consent shall not be unreasonably withheldthe subject matter of such proceeding. (d) If the indemnification provided for in this Section 6.5 6.08 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 referred to thereinin this Section 6.08, 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 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. 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 6.5(a), (b) and (cSection 6.08(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 6.5(d6.08(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 6.08(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) Notwithstanding the provisions of this Section 6.08, no Participating Stockholder shall be required to make any indemnification or contribution payment, in the aggregate, in any amount in excess of the amount of the net proceeds received by such Participating Stockholder with respect to the Registrable Securities. (g) If indemnification is available under this Section 6.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 6.08(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 6.08(d) or (e).

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 or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, prospectus Prospectus, Free Writing Prospectus or preliminary prospectus “issuer information” filed or notification required to be filed pursuant to Rule 433(d) under the Securities Act, or offering circular prepared 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, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by Amicus in such Holder or its counsel expressly for use therein, (ii) 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 (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) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the registration and/or Company, 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 Company or such underwriter within the meaning of Section 15 of the Registrable Securities (as amended Act or supplemented if Amicus shall have furnished Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any amendments actual or supplements thereto) threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission to state therein 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, except insofar as but only to the same are caused by extent that any such untrue statement or contained omission is made in any reliance on and in conformity with information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documenttherein; provided, however, that in no event Holder shall be required to indemnify the Company or any indemnity other indemnified party under this Section 6.5(b12(b) be greater with respect to any amount in amount than excess of the aggregate dollar amount of the proceeds gross proceeds, after deducting any underwriting discounts and commissions, received by all of the Purchasers such Holder upon the sale of the Registrable Securities giving rise to such Registrable Securitiesindemnification 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 6.5 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 6.5(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 6.5(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 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 of joint or based upon several, caused by any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any part of any Registration Statement, Statement or any preliminary or final prospectus or preliminary prospectus or notification or offering circular prepared by Amicus used in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any amendments Issuer FWP, 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as ; provided that the same are caused by or contained in Company will not be required to indemnify any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly Indemnified Person 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 resulting from any such untrue statement or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 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 and Tengelmann expressly for use in the preparation of such document; providedRegistration Statement, howeverpreliminary or final prospectus, 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 Securitiesor 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 6.5 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 6.5(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 6.5(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. (a) Amicus shall The Company agrees to indemnify and hold harmless the Stockholders and each Holder Person, if any, who controls the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (including the employeeseach, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser IndemniteeStockholder Indemnified Person”) from and against any and all lossesloss, claimsliability, damagesclaim and damage, liabilities and expenses (including reasonable costs of investigation) as incurred, arising out of any untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration StatementStatement (or any amendment thereto), 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 amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, except insofar as the same are caused by or contained in any information concerning such 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 light of the Securities Act and the Exchange Act) from and against any and all lossescircumstances under which they were made, claims, damages, liabilities and expenses (including reasonable costs of investigation) not misleading or arising out of any untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained included in any Registration Statement, prospectus or preliminary prospectus or notification any Prospectus (or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended any amendment or supplemented if Amicus shall have furnished any amendments or supplements supplement thereto) or arising out of Issuer Free Writing Prospectus (or based upon any amendment or supplement thereto), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, if and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission was or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, 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 against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information concerning such Holder furnished in writing to Amicus the Company by such Holder specifically and expressly or on behalf of the Stockholders for use in the preparation of Registration Statement (or any amendment thereto) or such document; provided, however, that in no event shall preliminary prospectus or Prospectus (or 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 Securitiesamendment or supplement thereto). (c) Each Person entitled indemnified party shall give notice as promptly as reasonably practicable to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the each indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice action or proceeding commenced against it in respect of the commencement of any actionwhich indemnity may be sought hereunder, 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 but failure to so notify the Indemnifying Party an indemnifying party shall not relieve the Indemnifying Party of such indemnifying party from any liability that hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party’s forfeiture otherwise than on account of substantive rights or defensesthese indemnity provisions. If notice of commencement of In case any such action is given to shall be brought against any indemnified party and it shall notify an indemnifying party of the Indemnifying Party as above providedcommencement thereof, the Indemnifying Party such 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 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 such indemnified party (who shall not, except with the Indemnified Party in its reasonable judgment or (iii) consent of the named parties to any such action (including any impleaded parties) have been advised by such indemnified party, be 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 indemnifying party), and, after notice from the indemnifying party to such indemnified party of such cases, the Indemnifying Party shall not have the right its election so to assume the defense of thereof, 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 indemnifying party shall not be unreasonably withheld. (d) If the indemnification provided for in liable to such indemnified party under this Section 6.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect 6 for any legal expenses of other counsel or any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Partyother expenses, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable each case subsequently incurred by such Indemnified Party as a result of such lossesindemnified party, 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 lossesdefense thereof. No indemnifying party shall, claimswithout the prior written consent of the indemnified parties, damages, liabilities settle or expenses, as well as compromise or consent to the entry of 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 judgment with respect to 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 bylitigation, 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 6.5(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 proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution pursuant to is sought under this Section 6.5(d6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) were determined by pro rata allocation includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or by any other method of allocation which claim and (ii) does not take account include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the equitable considerations referred to indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in the immediately preceding paragraph. No Person guilty respect of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from which any Personindemnification is sought hereunder.

Indemnification; Contribution. (a) Amicus shall indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser GSK and its Affiliates) (each a “Purchaser GSK Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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, except insofar as the same are caused by or contained in any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for inclusion use 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 ****** - Material has been omitted and filed separately with the Commission. to claim indemnification or contribution pursuant to the Transaction Documentsthis Agreement; 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 6.5 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 6.5(a7.5(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 6.5(d7.5(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. ****** - Material has been omitted and filed separately with the Commission.

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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 the Company shall have furnished any 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 misleadingmisleading in the light of the circumstances under which such statements were made, except insofar as the same are caused by such Liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission contained in any such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 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 6.5(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 6.5(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. (ai) Amicus The Company shall indemnify indemnify, defend and hold harmless each Holder (including the Holder, its Affiliates, officers, directors, partners, members, managers, employees, agents, agents and representatives, officers and directors each Person who controls (within the meaning of each Purchaser and its AffiliatesSection 15 of the Securities Act or Section 20 of the Exchange Act) (each a “Purchaser Indemnitee”) such Holder, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities and expenses liabilities, judgments, costs (including reasonable costs of investigationattorneys’ fees) and expenses arising out of or based upon (A) any untrue, untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of statement or any prospectus included therein, or in any amendment or supplement thereto, or (B) the Registrable Securities (as amended or supplemented if Amicus shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein in the registration statement or any prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as to the same are caused by or contained in any information concerning such 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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 extent that such statement or omission was made in reliance upon and in conformity with any written 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 Securitiestherein. (cii) Each Holder, severally and not jointly, shall indemnify, defend and hold harmless the Company, its Affiliates, officers, directors, employees, agents and representatives, and each Person entitled to indemnification hereunder who controls the Company (within the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party meaning of any written notice Section 15 of the commencement Securities Act or Section 20 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 andExchange Act), to the fullest extent it may wishpermitted by law, jointly with from and against 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 6.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any all losses, claims, damages, liabilities liabilities, judgments, costs (including reasonable attorneys’ fees) and expenses arising out of 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 based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made byfact in the registration statement or prospectus, or relates any amendment or supplement thereto, if and to information supplied bythe extent, but only to the extent, such Indemnifying Party statement or Indemnified Party, omission was made in reliance upon and the parties’ relative intent, Knowledge, access to in conformity with written 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 6.5(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred furnished 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 6.5(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 PersonHolder expressly for use therein.

Indemnification; Contribution. (a) Amicus shall indemnify The Trust hereby indemnifies, to the fullest extent permitted by law, the Beneficial Owner, its general partners and hold harmless each Holder (including the employees, agents, representatives, its officers and directors each Person, if any, who controls the Beneficial Owner within the meaning of each Purchaser Section 15 of the Securities Act and its Affiliates) (each a “Purchaser Indemnitee”) from and Section 20 of the Exchange Act, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable costs of investigation) arising under the Securities Act, common law and otherwise), joint or several, which arise out of or are based upon (i) any untrue, untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in the registration statement contemplated hereby or in any Registration Statementprospectus, prospectus preliminary prospectus, any amendment or preliminary prospectus supplement thereto or notification any document incorporated by reference relating thereto or offering circular prepared by Amicus in any filing made in connection with the registration and/or or qualification of the offering under "blue sky" or other securities laws of jurisdictions in which the Registrable Securities (as amended are offered, or supplemented if Amicus shall have furnished any 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 therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by or contained in any information concerning such 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 ActTrust shall reimburse the Beneficial Owner for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or proceeding, (ii) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementpreliminary prospectus, if used prior to the effective date of such registration statement (unless such statement is corrected in the final prospectus and the Trust has previously furnished copies thereof to the Beneficial Owner seeking such indemnification), or preliminary contained in the final 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 the Trust shall have furnished filed with the Commission any amendments amendment thereof or supplements supplement thereto) if used within the period during which the Trust is required to keep the registration statement to which such prospectus relates current, or arising out of or based upon any the omission or alleged omission to state therein a material fact necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not extend to any such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses that are caused by any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information furnished in writing to the Trust by the Beneficial Owner in such capacity specifically and expressly for use in any such registration statement or prospectus. (b) In connection with the registration statement contemplated herein, the Beneficial Owner shall furnish to the Trust in writing such information regarding such Person as shall be reasonably requested by the Trust for use in such registration statement or prospectus and the Beneficial Owner hereby indemnifies, to the fullest extent permitted by law, the Trust, its officers and trustees and each Person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus, or any amendment thereof or supplement thereto, not misleading; provided, however, that the Beneficial Owner shall be liable hereunder if and only to the extent that any such loss, claim, damage, liability (or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement, or alleged untrue statement or omission was or alleged omission, made in reliance upon and in conformity with any information concerning such Holder pertaining to the Beneficial Owner which is requested by the Trust and furnished in writing to Amicus the Trust by such Holder the Beneficial Owner specifically and expressly for use in the preparation of any 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 Securitiesregistration statement or prospectus. (c) Each Any Person entitled to seeking indemnification hereunder (under the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) provisions of this Section 7 shall, promptly after the receipt by the Indemnified Party such Person of any written notice of the commencement of any action, suit, proceeding claim or investigation or threat thereof made proceeding, notify each party against whom indemnification is to be sought in writing for which of the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documentscommencement thereof; provided, however, that the failure so to so notify the Indemnifying Party an indemnifying party shall not relieve the Indemnifying Party of indemnifying party from any liability that which it or he may have to the Indemnified Party hereunder unless, and only under this Section 7 (except to the extent that, that it has been prejudiced in any material respect by such failure results in failure) or from any liability which the Indemnifying Party’s forfeiture of substantive rights or defensesindemnifying party may otherwise have. If notice of commencement of In case any such action action, suit, claim or proceeding is given to brought against any indemnified party, and it notifies an indemnifying party of the Indemnifying Party as above providedcommencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in therein and, to the extent it or he may wish, jointly with any other Indemnifying Party similarly notifiedelect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of such action at its own expense, thereof with counsel chosen by it and reasonably satisfactory to such Indemnified Partyindemnified party. The Indemnified Party Notwithstanding the foregoing, the indemnified party shall have the right to employ separate its own counsel in any such action and participate in the defense thereofcase, 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 to pay employment of such counsel shall have been authorized in writing by the sameindemnifying party in connection with the defense of such suit, action, claim or proceeding, (ii) the Indemnifying Party fails indemnifying party shall not have employed counsel (reasonably satisfactory to assume the indemnified party) to take charge of the defense of such action with counsel reasonably satisfactory to action, suit, claim or proceeding within a reasonable time after notice of commencement of the Indemnified Party in its reasonable judgment action, suit, claim or proceeding, or (iii) such indemnified party shall have reasonably concluded, based on the named parties to any such action (including any impleaded parties) have been advised by such counsel advice of 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 Partyindemnifying party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. In either If any of such casesthe events specified in clauses (ii) or (iii) of the preceding sentence shall have occurred or shall otherwise be applicable, then the fees and expenses of one counsel or firm of counsel selected by a majority in interest of the indemnified parties shall be borne by the indemnifying party. If, in any case, the Indemnifying Party indemnified party employs separate counsel, the indemnifying party shall not have the right to assume direct the defense of such action action, suit, claim or proceeding on behalf of such Indemnified Partythe indemnified party. No Indemnifying Party Anything in this paragraph to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any settlement entered into action, suit, claim or proceeding effected without its prior written consent (other than which consent in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected)of an action, which consent suit, claim or proceeding exclusively seeking monetary relief shall not be unreasonably withheldwithheld or delayed). Such indemnification shall remain in full force and effect irrespective of any investigation made by or on behalf of an indemnified party. (d) If the indemnification from the indemnifying party as provided for in this Section 6.5 from the Indemnifying Party pursuant to applicable law 7 is unavailable or is otherwise insufficient to hold harmless an Indemnified Party hereunder indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of 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, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party indemnified parties 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 fault of such Indemnifying Party and Indemnified Party indemnifying party shall be determined by reference to, among other things, whether any action in question, including any untrue (or alleged untrue untrue) statement of a material fact or omission (or alleged omission omission) to state a material fact, has been made bymade, or relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partysuch 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 6.5(a), (bSection 7(d) and (c)hereof, any legal or other fees, charges fees or expenses reasonably incurred by such party in connection with any such investigation or proceeding. The parties hereto agree acknowledge that it would not be just and equitable if contribution pursuant to this Section 6.5(d) 7 were determined by pro rata allocation or by any other method of allocation which does other than as described above. Notwithstanding the provisions of this Section 7(d), the Beneficial Owner shall not take account be required to contribute any amount in excess of the equitable considerations referred amount by which the total price at which the Registrable Securities of the Beneficial Owner were offered to in the immediately preceding paragraphpublic exceeds the amount of any damages which the Beneficial Owner has otherwise been required to pay or become liable to pay by reason of such untrue statement or 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. If, however, indemnification is available under this Section 7, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Sections 7(a) through 7(d) hereof without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including holder and each "person," if any, that controls such holder within the employeesmeaning of Section 15 of the Securities Act for, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses expense (including reasonable costs of investigationattorneys' fees) arising out of to the extent resulting from any untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Statement pursuant to which Registrable Securities were registered under the Securities Act (as amended or supplemented if Amicus shall have furnished any amendments amendment thereto), including all documents incorporated therein by reference, or supplements thereto) or arising out of or based upon any from the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements statement therein not misleading, except insofar as the same are caused by misleading or contained in any information concerning such 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 of any untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementprospectus (or any amendment or supplement thereto), prospectus including all documents incorporated therein by reference, 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 amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein therefrom of a 13 material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, if except insofar as any such statement misstatement or omission was or alleged misstatement or omission is made therein in reliance upon and in conformity with any information concerning furnished to the Company by such Holder furnished holder in writing to Amicus by such Holder specifically and expressly for use in a Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto) relating to the preparation of such document; provided, however, that Registrable Securities. As used in no event shall any indemnity under this Section 6.5(b5.5(a), the term "holder" shall include its officers, directors and agents. (b) Each holder agrees to indemnify and hold harmless the Company, its directors and officers and each "person," if any, who controls the Company within the meaning of Section 15 of the Securities Act to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information furnished in writing by such holder or on such holder's behalf expressly for use in any Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto) relating to the Registrable Securities, or any amendment or supplement thereto; provided that the obligations or any holder to indemnify the Company and the other persons referred to above shall be greater in amount than the aggregate dollar amount of limited to the proceeds received by all of the Purchasers upon such holder from the sale of such Registrable SecuritiesSecurities pursuant to such Registration Statement. (c) Each Person If any action or proceeding (including any governmental investigation) shall be brought or asserted against any person entitled to indemnification hereunder (hereunder, the “Indemnified Party”) agrees to indemnified party shall 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 unlessparty, 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 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 thereof, including the employment of such action at its own expense, with counsel chosen by it and reasonably satisfactory to the indemnified party, and shall assume the payment of all expenses in connection with such Indemnified Partydefense. The Indemnified Party indemnified party or any controlling person of such indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by at the Indemnified Party expense of the indemnified party or such controlling person unless (i) the Indemnifying Party agrees indemnifying party shall have agreed to pay the same, such fees and expenses; or (ii) the Indemnifying Party fails indemnifying party shall have failed to assume the defense of for such action with or proceeding and to employ counsel reasonably satisfactory to the Indemnified Party indemnified party in its reasonable judgment any such action or proceeding; or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party or such controlling person and the indemnifying party, and such indemnified party or such controlling person shall have been advised by such counsel that either (x) representation of such Indemnified Party counsel employed by the indemnifying party would, under applicable professional standards, have a conflict in representing both the indemnifying party and the Indemnifying Party by indemnified party or such controlling person, in which case, if such indemnified person or such controlling person notifies the same indemnifying party in writing that it elects to employ separate counsel would be inappropriate under applicable standards at the expense 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 casesindemnifying party, the Indemnifying Party indemnifying party shall not have the right to assume the defense of such action on behalf or proceeding of separate but substantially similar or related actions or proceedings in the 14 same jurisdiction arising out of the same general allegations or circumstances, and shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Partyindemnified party and such controlling persons, which firm shall be designated, if the holders (or their controlling persons) are the indemnified parties, in writing by the holders of a majority of the outstanding Registrable Securities owned by holders who are then entitled to such indemnity in connection with such action or proceeding and if the Company is the indemnified party, by the Company. No Indemnifying Party party shall be liable for any settlement entered into of any such 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 settled with its written consent, or if there is a final judgment for the plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified party and such controlling person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. (di) If the indemnification provided for in this Section 6.5 from the Indemnifying Party pursuant to applicable law 5.5 is unavailable to an Indemnified Party indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinexpenses, then the Indemnifying Partyeach such 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 and expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnified party and Indemnified Party the indemnifying party in connection with the actions statements or omissions which 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 indemnified party and Indemnified Party the indemnifying 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, by such Indemnifying Party or Indemnified Partyparty, and 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 the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 6.5(a), omission. (bii) 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 6.5(d5.5(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. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, expenses, liabilities, or judgements referred to in the immediately preceding paragraph 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 5.5(d), no holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such selling holder were offered to the public pursuant to such Registration Statement exceeds the amount of any damages which such selling holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person found guilty by a court of an intentional or competent jurisdiction of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personperson who was not found guilty by a court of competent jurisdiction of such fraudulent misrepresentation. 15 (e) Neither the Company nor the holders shall have any obligation under this Agreement (other than as set forth in this Section 5.5) to provide the other with indemnification or contribution in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 5.5; provided, however, that the provisions of this Section 5.5 shall not relieve an indemnifying party from liability which it may have to an indemnified party other than with respect to the matters referred to in this Section 5.5.

Indemnification; Contribution. (a) Amicus The Company shall indemnify and hold harmless each Holder (including in any offering or sale of Registrable Shares, each Person, if any, who participates as an underwriter in any offering and sale of Registrable 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) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, prospectus Prospectus or preliminary prospectus Prospectus or notification any amendment or offering circular prepared 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, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by Amicus in such Holder or its counsel expressly for 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. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Shares to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless the registration and/or Company, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Shares and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Registrable Securities (as amended Act or supplemented if Amicus shall have furnished Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any amendments actual or supplements thereto) threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission to state therein 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, except insofar as but only to the same are caused by extent that any such untrue statement or contained omission is made in any reliance on and in conformity with information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documenttherein; provided, however, that in no event Holder shall be required to indemnify the Company or any indemnity other indemnified party under this Section 6.5(b11(b) be greater with respect to any amount in amount than excess of the aggregate dollar amount of the total net proceeds received by all such Holder from sales of the Purchasers upon the sale Registrable Shares of such Registrable SecuritiesHolder 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 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 Shares who are indemnified parties, selected by the Holders of a majority of the Registrable 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 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 Shares who are indemnified parties, selected by the Indemnifying Party agrees Holders of a majority of the Registrable 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 6.5 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 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 6.5(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 6.5(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.

Indemnification; Contribution. (a) Amicus The Company shall indemnify each of the Selling Stockholders, and hold harmless each Holder person (including if any) who controls such Selling Stockholder within the employeesmeaning of Section 15 of the Securities Act of 1933, agentsas amended (the "Act"), representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, damages and liabilities and expenses expense (including all reasonable costs fees and disbursements of investigationcounsel incurred in defending against any such claim, damage or liability) arising out of caused by any untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementthe registration statement filed or to be filed with the Securities and Exchange Commission (the "Commission"), prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of Public Offering, as the Registrable Securities (as same may be amended or supplemented if Amicus shall have furnished any amendments or supplements theretofrom time to time (the "Registration Statement") or arising out of in any prospectus filed with, or based upon delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading; provided, except however, insofar as the same such losses, claims, damages, or liabilities are caused by an untrue statement of a material fact contained in, or contained in any material fact omitted from, information concerning such Holder relating to a Selling Stockholder furnished in writing to Amicus the Company by such Holder specifically and expressly Selling Stockholder for inclusion use in the Registration Statement or any amendment or supplement thereto, or any such documentprospectus, then the Company shall have no obligation hereunder to indemnify the Selling Stockholder furnishing such information. (b) Each Holder Selling Stockholder shall indemnify each of the Company and hold harmless Amicusthe other Selling Stockholders, and its respective directors, officers, employees and each Person person (if any) who controls Amicus (the Company or such other Selling Stockholder within the meaning of Section 15 of the Securities Act and the Exchange Act) from and against any and all losses, claims, damages, damages and liabilities and expenses expense (including all reasonable costs fees and disbursements of investigationcounsel incurred in defending against any such claim, damage or liability) arising out of caused by any untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in the Registration Statement or in any Registration Statementprospectus filed with, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus delivered to, the Commission in connection with the registration and/or offering of the Registrable Securities (as amended Public Offering, or supplemented if Amicus shall have furnished any amendments or supplements thereto) or arising out of or based upon caused by any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, if but only with respect to information relating to such statement or omission was made in reliance upon and in conformity with any information concerning such Holder Selling Stockholder furnished in writing to Amicus by or on behalf of such Holder specifically and Selling Stockholder expressly for use in the preparation of Registration Statement or any amendment or supplement thereto, or any such document; providedprospectus, howeverPROVIDED, HOWEVER, no Selling Stockholder shall be liable in an amount that in no event shall any indemnity under this Section 6.5(b) be greater in amount than exceeds the aggregate dollar amount public offering price of the proceeds received Stockholder Shares sold by all the Selling Stockholder, net of the Purchasers upon the sale of such Registrable Securitiesunderwriting discount. (c) Each Person entitled to indemnification hereunder (The indemnity agreements of the “Indemnified Party”) agrees to give prompt written notice to Company and the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party Selling Stockholders contained in this Section 2 shall remain operative and in full force and effect regardless of any written notice of the commencement investigation made by or on behalf of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution indemnified party and shall survive delivery of shares of Common Stock 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 withheldPublic Offering. (d) If the In order to provide for just and equitable contribution in circumstances in which indemnification provided for in paragraphs (a) or (of this Section 6.5 from 2 is unavailable, the Indemnifying Party pursuant Company and each of the Selling Stockholders shall contribute to applicable law is unavailable to an Indemnified Party hereunder in respect of any the aggregate losses, claims, damages, liabilities and expenses (including all reasonable fees and disbursements of counsel incurred in defending against any claim, damage, or expenses referred liability), to therein, then which one or more of 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 Selling Stockholders may be subject in such proportion as is appropriate to reflect the relative relevant fault of the Indemnifying Party Company and Indemnified Party the respective Selling Stockholders in connection with the actions which statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, and expenses as well as any other relevant equitable considerations. The relative faults ; PROVIDED, HOWEVER, that: (i) in any case where any Selling Stockholder is seeking contribution hereunder such Selling Stockholder shall be entitled to contribution from the remaining Selling Stockholders pursuant to this Agreement only after first seeking contribution from the Company; (ii) no Selling Stockholder shall in any case be required to contribute or make any payments under this paragraph (d) which in the aggregate exceed his pro rata share 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 determined in accordance with the total number of Company Shares and Stockholder Shares sold by each respective party hereto PROVIDED, HOWEVER, that no Selling Stockholder shall be deemed liable to includecontribute an amount that exceeds the aggregate public offering price of the Stockholder Shares sold by the Selling Stockholder, subject net of the underwriting discount; and (iii) neither the Company nor any Selling Stockholder will be required to make any contribution to another Selling Stockholder with respect to matters for which the limitations set forth in Sections 6.5(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 Selling Stockholder would not be just and equitable if contribution pursuant to this Section 6.5(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 otherwise be entitled to contribution from any Personbe indemnified under paragraph (a) of this Section 2 had such indemnification been available.

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 or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in the Shelf Registration, any Registration Statementrelated prospectus, prospectus or, any amendment or preliminary prospectus supplement thereto, 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 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 (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, except in each case insofar as the same are caused by arises out of or contained is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in any 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 concerning such Holder 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 or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in the Shelf Registration, any Registration Statementrelated prospectus, prospectus or preliminary prospectus any amendment or notification supplement thereto, 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 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 (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 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 SecuritiesShelf 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 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 6.5(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 6.5(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 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 Losses caused by any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained or incorporated by reference in any part of any Registration StatementStatement or any Prospectus, prospectus including any amendment or preliminary prospectus or notification or offering circular prepared by Amicus supplement thereto, used in connection with the registration and/or offering of the Registrable Securities (as amended Securities, or supplemented if Amicus shall have furnished any 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 (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided, except insofar however, that Boron will not be required to indemnify any Indemnified Person for any such Loss arising out of or with respect to sales pursuant to the Registration Statement or Prospectus based upon information in the Registration Statement or Prospectus that was represented by Silicon or Silicon Holdings as true and correct in the same are caused by or contained in any Merger Agreement, and with respect to which ▇▇▇▇▇ would not have been reasonably expected to discover the failure of such information concerning to be true and correct prior to the date of such Holder furnished in writing to Amicus by 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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 Shareholder or on such Shareholder’s behalf (in each case, in its capacity as a Shareholder), in either case expressly for use in the preparation of such document; providedany Registration Statement or any Prospectus, however, that in no event shall including 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 Securitiesamendment or supplement 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 6.5 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 6.5(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 6.5(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 shall indemnify and hold harmless each Holder (including In connection with any registration of Registrable Securities pursuant to Section 3.01 or 3.02 hereof, ▇▇▇▇▇▇▇▇ American agrees to indemnify, to the employeesfullest extent permitted by law, agentsB&W, representativesits affiliates, their directors, officers and directors shareholders and each Person who controls B&W (within the meaning of each Purchaser and its Affiliateseither Section 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) arising out of caused by any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus contained therein, 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 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, except insofar as the same are caused by or contained in any information concerning such Holder furnished in writing however, that ▇▇▇▇▇▇▇▇ American shall not be required to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless AmicusB&W, and its respective affiliates, their officers, directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against shareholders or controlling Persons for any and all losses, claims, damages, liabilities or expenses resulting from any such untrue statement or omission if such untrue statement or omission is made in reliance on and in conformity with any information with respect to B&W or such other parties furnished to ▇▇▇▇▇▇▇▇ American in writing by B&W or such other parties expressly for use therein. In connection with an underwritten offering, ▇▇▇▇▇▇▇▇ American will indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (within the meaning of either the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of B & W; provided, however, that such Underwriter agrees to indemnify ▇▇▇▇▇▇▇▇ American to the same extent as provided below with respect to the indemnification of ▇▇▇▇▇▇▇▇ American by B&W. Notwithstanding the forgoing, with respect to any untrue statement or omission of material fact made in any prospectus or preliminary prospectus, the provisions of this Section 3.08 shall not inure to the benefit of any Investor Party, any other holder of Registrable Securities or any Underwriter from whom the Person asserting any such loss, claim, damages, liabilities or expenses purchased the Registrable Securities to the extent that it shall be established that (including reasonable costs i) any such loss, claim, damages, liabilities or expenses of investigationsuch Person arises primarily from the fact that any Investor Party or any Underwriter sold Registrable Securities to such a Person, (ii) arising out there was not sent or given a copy of the final prospectus (as amended or based upon supplemented) at or prior to the written confirmation of such sale (provided ▇▇▇▇▇▇▇▇ American shall have previously furnished a sufficient number of copies thereof on a timely basis to the Investor Parties, any untruesuch holder and each Underwriter, as the case may be, in accordance herewith) and (iii) the final prospectus (as amended or allegedly untrue, supplemented) would have corrected any such untrue statement or omission of a material fact contained fact. (b) In connection with any Registration Statement, the Investor Parties holding Registrable Securities, as the case may be, will furnish to ▇▇▇▇▇▇▇▇ American in writing such information and affidavits with respect to the Investor Parties holding Registrable Securities, as the case may be, as ▇▇▇▇▇▇▇▇ American reasonably requests, including, but not limited to, information relating to the Investor Parties, as the case may be, for use in connection with any such Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with and agrees to indemnify ▇▇▇▇▇▇▇▇ American, its directors, its officers who sign the registration and/or offering Registration Statement and each Person, if any, who controls ▇▇▇▇▇▇▇▇ American (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 ▇▇▇▇▇▇▇▇ American to B&W, but only with respect to information relating to B&W or such other holders of Registrable Securities (Securities, as amended or supplemented if Amicus shall have the case may be, furnished any 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 ▇▇▇▇▇▇▇▇ American in writing to Amicus by such Holder specifically and B&W expressly for use in the preparation of such document; providedRegistration Statement, howeverthe prospectus, 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 Securities32 amendment or supplement thereto, or any preliminary prospectus. (c) Each In case any proceeding (including any governmental investigation) shall be 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 Party”indemnified party) agrees to give prompt written notice to shall promptly notify the Person against whom such indemnity may be sought (hereinafter called the indemnifying party (party) in writing and the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice indemnifying party, upon request of the commencement of any actionindemnified party, 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 retain counsel chosen by it and reasonably satisfactory to the indemnified party to represent the indemnified party and shall pay the fees and disbursements of such Indemnified Partycounsel related to such proceeding. The Indemnified Party In any such proceeding, any 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) include both the indemnifying party and the indemnified party and the indemnified party shall have been advised 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 differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related 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 local counsel) there may at any time for all such indemnified parties, and that all such reasonable 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 the retention of any such separate firm for the indemnified parties, such firm shall be designated in writing by the indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent 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 casessettlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall 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 shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party 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 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 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 the indemnification provided for in this Section 6.5 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 referred to thereinin this Section 3.08, 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 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. 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 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 be deemed to include, subject to the limitations set forth in Sections 6.5(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. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.5(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 paragraphthis Section 3.08(d). 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. If indemnification is available under this Section 3.08, the indemnifying party shall 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 this Section 3.08(d).

Indemnification; Contribution. (a) Amicus shall The Company will 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 Exchanging Dealer against any and all losses, claims, damagesdamages or liabilities, joint or several, to which such Holder or Exchanging Dealer may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon any untrue, an untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any preliminary Prospectus, any preliminary Prospectus supplement, the Registration 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 (Prospectus as amended or supplemented if Amicus shall have furnished and any amendments other prospectus relating to the Securities or supplements the Exchange Securities, or any amendment or supplement thereto) , or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and, except insofar as the same are caused by provided in (c) below, will reimburse each Holder and Exchanging Dealer for any legal or contained in any information concerning such Holder furnished in writing to Amicus other expenses reasonably incurred by such Holder specifically or Exchanging Dealer in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus, any preliminary Prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities or the Exchange Securities, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any Holder or Exchanging Dealer expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless Amicusthe Prospectus; provided further, and its respective directorsthat if any preliminary Prospectus, officersany preliminary Prospectus supplement, 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 (Prospectus as amended or supplemented if Amicus shall have furnished and any amendments other prospectus relating to the Securities or supplements the Exchange Securities, or any amendment or supplement thereto) , contained any alleged untrue statement or arising out of or based upon any omission or alleged omission allegedly omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if misleading and such statement or omission was made shall have been corrected in reliance upon a revised preliminary Prospectus, any preliminary Prospectus supplement, the Prospectus as amended or supplemented 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 other prospectus relating to the indemnifying party (Securities or the “Indemnifying Party”) after the receipt by the Indemnified Party of Exchange Securities, or any written notice of the commencement of any action, suit, proceeding amendment 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 providedsupplement thereto, 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 Company shall not be unreasonably withheld. liable to any Holder or Exchanging Dealer under this subsection (da) If the indemnification provided for in this Section 6.5 from the Indemnifying Party pursuant with respect 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 the extent that any such loss, claim, damage or liability of such Holder or Exchanging Dealer results from the fact that such Holder or Exchanging Dealer sold Securities or Exchange Securities to a material factperson to whom there was not sent or given, has been made by, at 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 prior to the limitations set forth in Sections 6.5(awritten confirmation of such sale, a copy of a revised preliminary Prospectus (excluding documents incorporated by reference), preliminary Prospectus supplement (b) and (cexcluding documents incorporated by reference), 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 6.5(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.the

Indemnification; Contribution. (a) Amicus shall indemnify and hold harmless each Holder (including In connection with any registration of Registrable 30 Securities pursuant to Section 3.01 or 3.02 hereof, ▇▇▇▇▇▇▇▇ American agrees to indemnify, to the employeesfullest extent permitted by law, agentsB&W, representativesits affiliates, their directors, officers and directors shareholders and each Person who controls B&W (within the meaning of each Purchaser and its Affiliateseither Section 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) arising out of caused by any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus contained therein, 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 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, except insofar as the same are caused by or contained in any information concerning such Holder furnished in writing however, that ▇▇▇▇▇▇▇▇ American shall not be required to Amicus by such Holder specifically and expressly for inclusion in such document. (b) Each Holder shall indemnify and hold harmless AmicusB&W, and its respective affiliates, their officers, directors, officers, employees and each Person who controls Amicus (within the meaning of the Securities Act and the Exchange Act) from and against shareholders or controlling Persons for any and all losses, claims, damages, liabilities or expenses resulting from any such untrue statement or omission if such untrue statement or omission is made in reliance on and in conformity with any information with respect to B&W or such other parties furnished to ▇▇▇▇▇▇▇▇ American in writing by B&W or such other parties expressly for use therein. In connection with an underwritten offering, ▇▇▇▇▇▇▇▇ American will indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (within the meaning of either the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of B&W; provided, however, that such Underwriter agrees to indemnify ▇▇▇▇▇▇▇▇ American to the same extent as provided below with respect to the indemnification of ▇▇▇▇▇▇▇▇ American by B&W. Notwithstanding the forgoing, with respect to any untrue statement or omission of material fact made in any prospectus or preliminary prospectus, the provisions of this Section 3.08 shall not inure to the benefit of any Investor Party, any other holder of Registrable Securities or any Underwriter from whom the Person asserting any such loss, claim, damages, liabilities or expenses purchased the Registrable Securities to the extent that it shall be established that (including reasonable costs i) any such loss, claim, damages, liabilities or expenses of investigationsuch Person arises primarily from the fact that any Investor Party or any Underwriter sold Registrable Securities to such a 31 Person, (ii) arising out there was not sent or given a copy of the final prospectus (as amended or based upon supplemented) at or prior to the written confirmation of such sale (provided ▇▇▇▇▇▇▇▇ American shall have previously furnished a sufficient number of copies thereof on a timely basis to the Investor Parties, any untruesuch holder and each Underwriter, as the case may be, in accordance herewith) and (iii) the final prospectus (as amended or allegedly untrue, supplemented) would have corrected any such untrue statement or omission of a material fact contained fact. (b) In connection with any Registration Statement, the Investor Parties holding Registrable Securities, as the case may be, will furnish to ▇▇▇▇▇▇▇▇ American in writing such information and affidavits with respect to the Investor Parties holding Registrable Securities, as the case may be, as ▇▇▇▇▇▇▇▇ American reasonably requests, including, but not limited to, information relating to the Investor Parties, as the case may be, for use in connection with any such Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with and agrees to indemnify ▇▇▇▇▇▇▇▇ American, its directors, its officers who sign the registration and/or offering Registration Statement and each Person, if any, who controls ▇▇▇▇▇▇▇▇ American (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 ▇▇▇▇▇▇▇▇ American to B&W, but only with respect to information relating to B&W or such other holders of Registrable Securities (Securities, as amended or supplemented if Amicus shall have the case may be, furnished any 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 ▇▇▇▇▇▇▇▇ American in writing to Amicus by such Holder specifically and B&W expressly for use in the preparation of such document; providedRegistration Statement, howeverthe prospectus, 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 Securitiesamendment or supplement thereto, or any preliminary prospectus. (c) Each In case any proceeding (including any governmental investigation) shall be 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 Party”indemnified party) agrees to give prompt written notice to shall promptly notify the Person against whom such indemnity may be sought (hereinafter called the indemnifying party (party) in writing and the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice indemnifying party, upon request of the commencement of any actionindemnified party, 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 retain counsel chosen by it and reasonably satisfactory to the indemnified party to represent the indemnified party and shall pay the fees and disbursements of such Indemnified Partycounsel 32 related to such proceeding. The Indemnified Party In any such proceeding, any 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) include both the indemnifying party and the indemnified party and the indemnified party shall have been advised 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 differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related 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 local counsel) there may at any time for all such indemnified parties, and that all such reasonable 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 the retention of any such separate firm for the indemnified parties, such firm shall be designated in writing by the indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent 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 casessettlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall 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 shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party 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 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 shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any 33 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 6.5 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 referred to thereinin this Section 3.08, 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 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. 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 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 be deemed to include, subject to the limitations set forth in Sections 6.5(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. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.5(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 paragraphthis Section 3.08(d). 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. 34 If indemnification is available under this Section 3.08, the indemnifying party shall 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 this Section 3.08(d).

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 Losses caused by any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained or incorporated by reference in any part of any Registration StatementStatement or any Prospectus, prospectus including any amendment or preliminary prospectus or notification or offering circular prepared by Amicus supplement thereto, used in connection with the registration and/or offering of the Registrable Securities (as amended Securities, or supplemented if Amicus shall have furnished any 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 (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided, except insofar however, that Boron will not be required to indemnify any Indemnified Person for any such Loss arising out of or with respect to sales pursuant to the Registration Statement or Prospectus based upon information in the Registration Statement or Prospectus that was represented by Silicon or Silicon Holdings as true and correct in the same are caused by or contained in any Merger Agreement, and with respect to which Boron would not have been reasonably expected to discover the failure of such information concerning to be true and correct prior to the date of such Holder furnished in writing to Amicus by 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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 Shareholder or on such Shareholder’s behalf (in each case, in its capacity as a Shareholder), in either case expressly for use in the preparation of such document; providedany Registration Statement or any Prospectus, however, that in no event shall including 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 Securitiesamendment or supplement 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 6.5 ‎Section 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 6.5(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 6.5(d‎Section 2.11(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 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, Parent will indemnify, defend and hold harmless each Holder Shareholder, 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 (including collectively, the employees, agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of Losses caused by any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained or incorporated by reference in any part of any Registration StatementStatement or any Prospectus, prospectus including any amendment or preliminary prospectus or notification or offering circular prepared by Amicus supplement thereto, used in connection with the registration and/or offering of the Registrable Securities (as amended Securities, or supplemented if Amicus shall have furnished any 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 (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided, except insofar however, that Parent will not be required to indemnify any Indemnified Person for any such Loss arising out of or with respect to sales pursuant to the Registration Statement or Prospectus based upon Shareholder Information (as the same are caused by or contained in any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such documentdefined below). (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 AmicusParent, and its respective directors, its officers, its employees and each Person person, if any, who controls Amicus Parent (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 lossesParent to the Shareholders, claims, damages, liabilities and expenses (including reasonable costs of investigation) but only with respect to information arising out of or based upon any untrueinformation furnished in writing by such Shareholder or on such Shareholder’s behalf (in each case, or allegedly untruein its capacity as a Shareholder), statement of a material fact contained in either case for use in any Registration StatementStatement or any Prospectus, prospectus including any amendment or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities supplement thereto (as amended or supplemented if Amicus shall have furnished any 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 “Shareholder Information”). In no event shall any indemnity under this Section 6.5(b) Shareholder be greater obligated to provide indemnification or contribution in amount than the aggregate dollar amount excess of the net aggregate proceeds received by all of the Purchasers upon from the sale of such Registrable SecuritiesSecurities pursuant to the applicable Registration Statement or Prospectus. (c) Each Person entitled In case any claim, action or proceeding (including any governmental investigation) is instituted involving any person 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 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 one (1) firm of such action on behalf of 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 6.5 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 Parent, 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 6.5(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 6.5(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 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 shall indemnify and hold harmless each Holder (including The Company agrees to indemnify, to the extent permitted by law, MRE, its officers, directors, employees, agents, representatives, officers agents and directors Affiliates and each Person that controls (within the meaning of each Purchaser and its Affiliatesthe Securities Act) (each a “Purchaser Indemnitee”) from and MRE against any and all losses, claims, damages, liabilities and expenses, including attorneys’ fees and disbursements and expenses (including reasonable costs of investigation) arising out of , resulting from any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementregistration statement, prospectus or preliminary prospectus or notification any amendment thereof 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 amendments or supplements supplement thereto) or arising out of or based upon , any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law, except insofar as the same are caused by or contained in any information concerning such Holder furnished in writing to Amicus the Company by such Holder specifically and MRE expressly for inclusion in such documentuse therein or by MRE’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto. (b) Each Holder In connection with any registration statement in which MRE is participating, MRE shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify and hold harmless Amicusthe Company, and its respective directors, officers, employees employees, agents and Affiliates and each Person who controls Amicus the Company (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 resulting from any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementthe registration statement, prospectus or preliminary prospectus or notification any amendment thereof or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended supplement thereto or supplemented if Amicus shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, if but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with any information concerning such Holder writing furnished in writing to Amicus by such Holder specifically and expressly MRE for use in the preparation of such document; providedregistration statement, however, that in no event shall prospectus or preliminary prospectus or 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 Securitiesamendment or supplement thereto. (c) Each Any Person entitled to indemnification hereunder shall (the “Indemnified Party”i) 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 claim with respect to which the Indemnified Party intends to claim it seeks indemnification or contribution pursuant to the Transaction Documents; provided, however, (provided that the failure to so notify the Indemnifying Party give prompt notice shall not relieve the Indemnifying Party of impair any liability that it may have Person’s right to the Indemnified Party indemnification hereunder unless, and only to the extent that, such failure results has not prejudiced the indemnifying party) and (ii) unless in the Indemnifying Partysuch indemnified party’s forfeiture reasonable judgment (x) a conflict of substantive rights interest between such indemnified and indemnifying parties may exist with respect to such claim or defenses. If notice of commencement of any (y) such action is given indemnified party has one or more defenses to such claim that are not available to the Indemnifying Party as above providedindemnifying party, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, permit such indemnifying party 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 claim with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) indemnified party. If such defense is assumed, the named parties indemnifying party shall not settle such claim unless the indemnified party is released and discharged of any liability and 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 by the indemnified party 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 but such consent shall not be unreasonably withheld. (d) If ). An indemnifying party who is not entitled to, or elects not to, assume the indemnification provided 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 this Section 6.5 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect reasonable judgment of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu indemnified party a conflict of indemnifying interest may exist between such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result indemnified party and any other of such losses, claims, damages, liabilities or expenses in indemnified parties with respect to 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 6.5(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 6.5(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 Personclaim.

Indemnification; Contribution. (a) Amicus shall In the case of each offering of Registrable Shares made pursuant to this Article III, the Company shall, to the extent permitted by applicable law, indemnify and hold harmless each Holder (including the employees, agents, representatives, Shareholder and its directors and officers and directors each Person, if any, that controls (within the meaning of each Purchaser and its AffiliatesSection 15 of the Securities Act or Section 20 of the Exchange Act) (each a “Purchaser Indemnitee”) the Shareholder from and against any and all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable costs and documented fees of investigationcounsel) arising (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein) arise out of or are based upon any untrue, (i) an untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus or any preliminary prospectus or notification final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or offering circular prepared any amendment or supplement thereto, or any document incorporated by Amicus reference therein, (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 any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of the circumstances under which they were made) not misleading or (iii) any violation by the Company of the Securities Act, the Exchange Act or any state securities law in connection with such offering; provided, however, that the registration and/or offering of Company shall not be liable to any such indemnified party in any such case to the Registrable Securities (as amended or supplemented if Amicus shall have furnished extent that any amendments or supplements thereto) or arising such Claims arise out of or are based upon an untrue statement or alleged untrue statement contained in or omission or alleged omission from such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder or any Representative of the Shareholder expressly for use therein; provided, further, that that the foregoing indemnity agreement, with respect to any Prospectus or Free Writing Prospectus, shall not inure to the benefit of any such indemnified party if the Person asserting any Claims against such indemnified party purchased Shareholder Shares and (x) prior to the time of sale of the Shareholder Shares to such Person (the “Time of Sale”), the Company shall have notified the Shareholder that the Prospectus or Free Writing Prospectus (as it existed prior to the Time of Sale) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (y) such untrue statement or omission of a material fact was corrected in a Prospectus or Free Writing Prospectus, and such corrected Prospectus or Free Writing Prospectus was provided to the Shareholder in advance of the Time of Sale, and (z) such corrected preliminary Prospectus or Free Writing Prospectus was not conveyed to such Person at or prior to the Time of Sale. In connection with any underwritten offering of Registrable Shares made pursuant to this Article III, the Company shall indemnify and hold harmless each underwriter, the officers and directors of such underwriter and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter to substantially the same extent as provided above with respect to the indemnification of the Shareholder by the Company. (b) In the case of each offering of Registrable Shares made pursuant to this Article III, the Shareholder shall, to the extent permitted by applicable law, indemnify and hold harmless the Company and its directors and officers and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are 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 (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of the circumstances under which they were made) not misleading, except insofar as in each case only to the same are caused by extent that such untrue statement or contained in any information concerning such 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 of alleged untrue statement or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 the Company by such Holder specifically and the Shareholder or any Representative of the Shareholder expressly for use in therein. The liability of the preparation Shareholder under the foregoing provisions of such document; provided, however, that in no event shall any indemnity under this Section 6.5(b3.8(b) shall be greater in limited to an amount than equal to the aggregate dollar amount of the net proceeds received by all such Selling Holder from Shareholder Shares sold by such Selling Holder pursuant to such Registration Statement or Prospectus. In connection with any underwritten offering of Registrable Shares made pursuant to this Article III, the Company shall indemnify and hold harmless each underwriter, the officers and directors of such underwriter and each Person, if any, that controls (within the meaning of Section 15 of the Purchasers upon Securities Act or Section 20 of the sale Exchange Act) such underwriter and any other selling securityholder in such offering (and, in the case of each such Registrable Securitiesother selling securityholder, such selling securityholder’s officers and directors and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such selling securityholder), to substantially the same extent as provided above with respect to the indemnification of the Company by the Shareholder. (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 If, for 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 providedreason, 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 indemnification provisions contemplated 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 investigationSection 3.8(a) shall be paid by the Indemnified Party unless (ior Section 3.8(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 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 6.5 from the Indemnifying Party pursuant to applicable law is unavailable to or are insufficient to hold harmless an Indemnified Party hereunder indemnified party in respect of any losses, claims, damages, liabilities or expenses Claims referred to thereintherein other than by the terms of this Section 3.8, then the each Indemnifying Party, in lieu of 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, liabilities or expenses Claims in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Party, on the one hand, and Indemnified Party in connection the indemnified party, on the other hand, with the actions which respect to statements or omissions that that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerationsClaims. The relative faults fault of such 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 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 If, however, the allocation in the first sentence of this Section 3.8(c) is not permitted by applicable law, then each Indemnifying Party shall contribute to the amount paid or payable by a such indemnified party in such proportion as a result is appropriate to reflect not only such relative faults, but also the relative benefits of the lossesIndemnifying Party and the indemnified party, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 6.5(a), (b) and (c), as well as any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceedingrelevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 6.5(d3.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in the immediately preceding paragraphsentences of this Section 3.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 3.9) any reasonable and documented legal or other fees or out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. 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. Notwithstanding the foregoing, the Shareholder shall not be liable to contribute any amount in excess of the dollar amount of the net proceeds received by the Shareholder from Shareholder Shares sold by the Shareholder pursuant to such 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”Aventis) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 ViroPharma shall have furnished any 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, except insofar as the same are caused by or contained in any information concerning such 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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 ViroPharma shall have furnished any 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 and expressly for use in the preparation of such documentRegistration Statement or prospectus; provided, however, that in no event shall any indemnity under the total amount to be indemnified by such -------- ------- Holder pursuant to this Section 6.5(b7.5(b) shall be greater in amount than limited to the aggregate dollar amount of the net proceeds received by all of the Purchasers upon Holders in the sale of such Registrable Securitiesoffering 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 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 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 6.5 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, 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 6.5(a7.5(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 6.5(d7.5(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 The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder holder (including the employeesa "Participating Holder") of Registrable Securities registered pursuant to Section 2(a) or Section 2(b) hereof, agents, representatives, its officers and directors directors, if any, and each person, if any, who controls such holder within the meaning of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including the reasonable costs of investigationinvestigation and reasonable attorneys' fees, disbursements and related charges) arising (under the Securities Act, the Canadian Securities Acts, common law and otherwise) (collectively, "Claims"), joint or several, which arise out of or are based upon (A) any untrue, untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementregistration statement, prospectus prospectus, preliminary prospectus, any amendment or preliminary prospectus supplement thereto or notification any document incorporated by reference or offering circular prepared by Amicus in any filing made in connection with the registration and/or offering or qualification of the offering under "blue sky" or other securities laws of jurisdictions in which the Participating Holder's Registrable Securities are offered (as amended collectively, "Security Filings"), or supplemented if Amicus shall have furnished any 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, except insofar as the same are caused by and (B) any untrue statement or contained in any information concerning such 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 of or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statementpreliminary prospectus, if used prior to the effective date of such registration statement (unless such statement is corrected in the final prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with and the Company has previously furnished copies thereof to any Participating Holder seeking such indemnification and to the underwriters of the registration and/or offering of in question), or contained in the Registrable Securities final prospectus (as amended or supplemented if Amicus the Company shall have furnished filed with the Commission any amendments amendment thereof or supplements supplement thereto) if used within the period during which the Company is required to keep the registration statement to which such prospectus relates current, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; and the Company shall, if and it hereby agrees to, reimburse such statement holders for any legal or omission was made other expenses reasonably incurred by them in reliance upon and in conformity connection with investigating or defending any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for use in the preparation of such documentclaim or proceeding; 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 extend 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 Claims 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 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 caused 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 statement or alleged untrue statement of a material fact contained in, or by any omission or alleged omission to state a material factfrom, 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 furnished in writing to the limitations set forth in Sections 6.5(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 6.5(d) were determined by pro rata allocation or Company by any other method of allocation which does not take account of the equitable considerations referred to Qualified Holder expressly for use 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 Personsuch Security Filing.

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 of attorneys’ fees), joint or based upon several, caused by any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any part of any Registration Statement, Statement or any preliminary or final prospectus or preliminary prospectus or notification or offering circular prepared by Amicus used in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any amendments Issuer FWP, 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in ; provided that A&P will not be required to indemnify any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly Indemnified Person 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 resulting from any such untrue statement or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 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 and Tengelmann expressly for use in the preparation of such document; providedRegistration Statement, howeverpreliminary or final prospectus, 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 Securitiesor 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 6.5 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 6.5(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 6.5(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 In connection with any registration of Registrable Securities pursuant to Section 2.01 or Section 2.02, the Company will indemnify, defend, hold harmless and reimburse each Holder (including the Stockholder, its Affiliates, directors, officers, shareholders, employees, agentsadvisors and representatives and each Person who controls such Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, representatives, officers and directors of each Purchaser and its Affiliates) (each a the “Purchaser IndemniteeIndemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses liabilities, costs (including reasonable costs of investigationpreparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”) arising out of caused by any untrue or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained or incorporated by reference in any part of any Registration StatementStatement or any Prospectus, prospectus including any amendment or preliminary prospectus or notification or offering circular prepared by Amicus supplement thereto, used in connection with the registration and/or offering of the Registrable Securities (as amended Securities, or supplemented if Amicus shall have furnished any 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 (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading. The reimbursements required by this Section 2.09(a) will be made by periodic payments during the course of the investigation or defense, except insofar as the same and when bills are caused by received or contained in any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such documentexpenses incurred. (b) Each Holder shall indemnify In connection with any Registration Statement or Prospectus, the Stockholders who sell Registrable Securities pursuant to such Registration Statement or Prospectus will severally but not jointly indemnify, defend and hold harmless Amicusthe Company, and its respective directors, its officers, its employees 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) to the same extent as the foregoing indemnity from and against any and all lossesthe Company to the Stockholders, claims, damages, liabilities and expenses (including reasonable costs of investigation) but only with respect to information arising out of or based upon any untrueinformation furnished by such Stockholder or on such Stockholder’s behalf (in each case, or allegedly untruein its capacity as a Stockholder), statement of a material fact contained in either case specifically for use in any Registration StatementStatement or any Prospectus, prospectus including any amendment 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 amendments or supplements supplement 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 such Stockholder shall not be liable in no event shall any indemnity under this Section 6.5(b) be greater such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Stockholder has furnished to the Company in amount than writing information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the aggregate dollar amount of the proceeds received by all of the Purchasers upon the sale of such Registrable SecuritiesCompany. (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 2.09(a) or Section 2.09(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 (A) an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (B) 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 (C) 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 6.5 2.09 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 2.09, 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 the Company, on the one hand, and such Stockholder, on the other hand, 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 6.5(a), (b) and (cSection 2.09(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 6.5(d2.09(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 2.09(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 Stockholder 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 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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 the Company shall have furnished any 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 misleadingmisleading under the circumstances such statements were made, except insofar as the same are caused by such Liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission contained in any such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 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 6.5(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 6.5(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 indemnify and hold harmless each Holder (including the employees, agents, representatives, officers and directors of each Purchaser GSK and its Affiliates) (each a “Purchaser GSK Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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, except insofar as the same are caused by or contained in any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for inclusion use in such documentRegistration Statement. ****** - Material has been omitted and filed separately with the Commission. (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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 SecuritiesRegistration Statement or prospectus. (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 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. ****** - Material has been omitted and filed separately with the Commission. (d) If the indemnification provided for in this Section 6.5 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, 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 6.5(a7.5(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 6.5(d7.5(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 In the case of any offering registered pursuant to this Article 5, the Company hereby indemnifies and agrees to hold harmless each selling Holder (including the employees, agents, representatives, and its officers and directors directors), any underwriter (as defined in the Securities Act) of Registrable Securities offered by such Holders, and each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and Person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damagesdamages or liabilities, joint or several, to which any such Persons may be subject, under the Securities Act or otherwise, and to reimburse any of such Persons for any legal or other expenses reasonably incurred by them in connection with investigating any claims or defending against any actions, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigation) arising arise out of or are based upon any untrue, untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the statement under which such Registrable Securities were registered under the Securities Act pursuant to this Article 5, the prospectus contained therein (as amended during the period that the Company is required to keep such prospectus current), or supplemented if Amicus shall have furnished any amendments amendment or supplements supplement thereto) , or arising out of or based upon any the omission or alleged omission to state therein (if so used) a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon information furnished to the same are caused by or contained in any information concerning such Holder furnished Company in writing to Amicus by any Holder or any underwriter for such Holder specifically and expressly for inclusion in such documentuse therein. (b) Each By requesting registration under this Article 5, each Holder agrees, if Registrable Securities held by such Holder are included in the securities as to which such registration is being effected, and each underwriter shall agree, in the same manner and to the same extent as set forth in the preceding paragraph, to indemnify and to hold harmless Amicus, the Company and its respective directors, officers, employees directors and officers and each Person Person, if any, who controls Amicus (the Company within the meaning of the Securities Act and the Exchange Act) from and against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, to which any of such Persons may be subject under the Securities Act or otherwise, and to reimburse any of such Persons for any legal or other expenses (including reasonable costs of investigation) arising incurred in connection with investigating or defending against any such losses, claims, damages or liabilities, but only to the extent it arises out of or is based upon any untrue, an untrue statement or allegedly untrue, alleged untrue statement or omission or alleged omission of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of statement under which the Registrable Securities (as amended were registered under the Securities Act pursuant to this Article 5, any prospectus contained therein, or supplemented if Amicus shall have furnished any amendments amendment or supplements supplement thereto) or arising out of or , which was 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 and made in reliance upon and in conformity with any information concerning such Holder furnished to the Company in writing to Amicus by such Holder specifically and or such underwriter 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 Securitiestherein. (c) Each Person party entitled to indemnification hereunder under this Section 5.4 (the “Indemnified Party”) agrees to shall give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the receipt Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party of any written notice of the commencement of any action(whose approval shall not be unreasonably withheld), suit, proceeding or investigation or threat thereof made in writing for which and the Indemnified Party intends to claim indemnification or contribution pursuant to the Transaction Documents; may participate in such defense at its own expense, and provided, however, further 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 unless, and only to the extent that, its obligations under this Article 5 unless 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 casesNo Indemnifying Party, the Indemnifying Party shall not have the right to assume (i) in the defense of any such action on behalf claim or litigation, shall, except with the consent of each Indemnified Party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party. No Indemnifying Party of a release from all liability in respect to such claim or litigation, or (ii) shall be liable for amounts paid in any settlement entered into if such settlement is effected without its written the consent (other than in the case where of the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected)Party, which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 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 6.5(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 6.5(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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 the Company shall have furnished any 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 misleadingmisleading under the circumstances such statements were made, except insofar as the same are caused by such Liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission contained in any such Registration Statement, preliminary prospectus or final prospectus in reliance upon 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 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 6.5(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 6.5(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 each Holder (including in any offering or sale of Registrable Shares, each Person, if any, who participates as an underwriter in any offering and sale of Registrable 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) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, prospectus Prospectus or preliminary prospectus Prospectus or notification any amendment or offering circular prepared 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, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by Amicus in such Holder or its counsel expressly for 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. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Shares to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless the registration and/or Company, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Shares and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Registrable Securities (as amended Act or supplemented if Amicus shall have furnished Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any amendments actual or supplements thereto) threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission to state therein 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, except insofar as but only to the same are caused by extent that any such untrue statement or contained omission is made in any reliance on and in conformity with information concerning with respect to such Holder furnished in writing to Amicus the Company by such Holder or its counsel 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documenttherein; provided, however, that in no event Holder shall be required to indemnify the Company or any indemnity other indemnified party under this Section 6.5(b11(b) be greater with respect to any amount in amount than excess of the aggregate dollar amount of the total net proceeds received by all such Holder from sales of the Purchasers upon the sale Registrable Shares of such Registrable SecuritiesHolder 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 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 Shares who are indemnified parties, selected by the Holders of the Registrable 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 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 Shares who are indemnified parties, selected by the Indemnifying Party agrees Holders of the Registrable 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 6.5 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 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 6.5(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 6.5(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.

Indemnification; Contribution. (a) Amicus shall The Developer agrees to indemnify and hold harmless each Holder the Purchaser, any director, officer, employee or controlling person of the Purchaser within the meaning of Section 15 of the 1933 Act (including collectively, the employees“Indemnified Parties”), 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 or expenses (including reasonable costs of investigation) arising out of whatsoever caused by any untrue statements or based upon any untrue, misleading statement or allegedly untrue, misleading statement of a material fact contained in any Registration Statement, prospectus the Official Statement or preliminary prospectus or notification or offering circular prepared caused by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading; provided that such indemnification shall be limited solely to statements or omissions in the Official Statement: (a) prepared from information furnished by the Developer or its agents (including, except insofar as the same are caused by without limitation, its attorneys, accountants, or contained in any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly for inclusion in such document. consultants); (b) Each Holder shall indemnify and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within containing information about the meaning of Developer or the Securities Act and Developer’s intended plans for the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 documentProject; 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 appearing in or pertaining to indemnification hereunder (material appearing in the following captions: “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the SUMMARY OF THE PROJECT,” “Indemnifying Party”) after the receipt by PLAN OF FINANCE FOR THE PROJECT,” “THE PROJECT,” “NO LITIGATION – The Developer,” or “APPENDIX B – THE MUSEUM.” In case any action shall be brought against one or more of the Indemnified Party Parties based upon the Official Statement and in respect of any written notice of which indemnity may be sought against the commencement of any actionDeveloper, suit, proceeding or investigation or threat thereof made the Indemnified Parties shall promptly notify the Developer in writing for which and 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 Developer 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 promptly assume the defense thereof, including the employment of such action at its own expensecounsel, with counsel chosen by it the payment of all expenses and reasonably satisfactory the right to such negotiate and consent to settlement. Any one or more of the Indemnified Party. The Indemnified Party Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by at 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 expense of such Indemnified Party and the Indemnifying Party or Indemnified Parties unless employment of such counsel has been specifically authorized 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 PartyDeveloper. In either of such cases, the Indemnifying Party The Developer 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 such action effected without its written consent (other than by any of the Indemnified Parties, but if settled with the consent of the Developer or if there be a final judgment for the plaintiff in any such action, in which the case where Developer was provided timely notice, against the Indemnifying Party is unconditionally released from liability Developer or any of the Indemnified Parties, with or without the consent of the Developer, the Developer agrees to indemnify and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) hold harmless the Indemnified Parties to the extent provided herein. If the a claim for indemnification provided for in under this Section 6.5 from is determined to be unenforceable by a final judgment of a court of competent jurisdiction, then the Indemnifying Party pursuant Developer shall contribute to applicable law is unavailable to an Indemnified Party hereunder in respect of any the aggregate losses, claims, damagesdamages or liabilities to which the Purchaser or its officers, liabilities directors, agents, employees 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 controlling persons may be subject in such proportion amount as is appropriate to reflect the relative fault of benefits received by the Indemnifying Party Developer, on the one hand, and Indemnified Party in connection with the actions which resulted in such lossesPurchaser, claimson the other, damages, liabilities or expenses, as well as any other relevant equitable considerations. The and 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, the Developer and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent such actionperson seeking contribution. The amount paid or payable by a party as a result provisions of this Section shall survive the delivery of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 6.5(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 6.5(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 Person2012 Bonds hereunder.

Indemnification; Contribution. (a) Amicus shall Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless each Holder (including the employeesof Registrable Securities and, agentsif applicable, representatives, its directors and officers and directors each person who controls such Holder within the meaning of each Purchaser and its Affiliates) (each either Sections 15 of the Securities Act or Section 20 of the Exchange Act, covered by a “Purchaser Indemnitee”) registration statement filed pursuant to this Agreement from and against any and all losses, claims, damages, liabilities and expenses (including reasonable legal and other costs of investigationinvestigation and defense) (collectively, "Losses") arising out of or based upon any untrue, untrue statement or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, such registration statement or prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of relating to the Registrable Securities (as amended or supplemented if Amicus shall have furnished in any amendments amendment or supplements thereto) supplement thereto or in any preliminary prospectus, 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, except insofar as the same such Losses arise out of, or are caused by based upon, any untrue statement or contained in any omission or allegation thereof based upon information concerning such Holder furnished in writing to Amicus the Company by such Holder specifically and expressly for inclusion in or on 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 Holder's behalf expressly for use in the preparation of such documenttherein; 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 respect --------- ------- 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 untrue statement 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 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 omission or alleged untrue statement of a material fact or omission made in any preliminary or alleged omission final prospectus, the indemnity agreement contained in this subsection shall not apply to state the extent that any such Losses result from the fact that a material factcurrent copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that it was the responsibility of such Holder to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. The Company also agrees to indemnify any Underwriters of the Registrable Securities, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Partytheir officers and directors, and the parties’ relative intent, Knowledge, access to information and opportunity to correct or prevent each person who controls 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 6.5(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 6.5(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) either section 15 of the Securities Act) shall be entitled to contribution from any PersonAct or section 20 of the Exchange Act on substantially the same basis as the indemnification of Holders provided in this subsection 7(a).

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, Invesco will indemnify, defend and hold harmless each Holder (including the employeesShareholder, agents, representatives, officers and directors of each Purchaser and its Affiliates) , its and their Representatives 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 lossesLosses, claimsas incurred, damages, liabilities and expenses (including reasonable costs of investigation) arising that arise out of or are based upon any untrueuntrue statement, or allegedly untruealleged untrue statement, statement of a material fact contained or incorporated by reference in any part of any Registration StatementStatement or any Prospectus, prospectus including any amendment or preliminary prospectus or notification or offering circular prepared by Amicus supplement thereto, used in connection with the registration and/or offering of the Registrable Securities (as amended Securities, or supplemented if Amicus shall have furnished any 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 (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information concerning such 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 of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 Invesco will not be required to indemnify any Indemnified Person for any such Loss arising out of or with respect to sales pursuant to the Registration Statement or Prospectus based upon Shareholder Information (as defined below). (b) 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 Invesco, its Affiliates and its and their Representatives and each Person, if any, who controls Invesco (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 Invesco to the Shareholders, but only with respect to information furnished in no event shall writing by such Shareholder or on such Shareholder’s behalf (in each case, in its capacity as a Shareholder), in either case expressly for use in any indemnity Registration Statement or any Prospectus, including any amendment or supplement thereto (“Shareholder Information”); provided that the total obligations of a Shareholder under this Agreement (including arising under Section 6.5(b2.11(d), herein) will be greater in limited to an amount than equal to the aggregate dollar amount of the net proceeds actually received by all such Shareholder (after deducting any discounts and commissions) from the disposition of the Purchasers upon the sale of Registrable Securities pursuant to such Registrable SecuritiesRegistration Statement or Prospectus. (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 thirty (30) 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) potential conflicting interests between them or that there may be one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party. 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 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 (provided that in the case of the holders of Registrable Securities, such firm will be designated by holders of a majority of the Registrable Securities sold under the applicable Registration Statement). 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 6.5 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 that would not have been excluded by Sections 2.11(a) or 2.11(b), 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 Invesco, 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 6.5(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. The Shareholders’ obligations to contribute pursuant to this Section 2.11(d), if any, are several in proportion to the net amount that the proceeds of the offering actually received by such Shareholder bears to the total proceeds of the offering received by all holders of Registrable Securities, and not joint. (e) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.5(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.

Indemnification; Contribution. (a) Amicus shall The Company agrees to indemnify and hold harmless each Holder (including the NMC and its officers, directors, shareholders, employees, agentsaffiliates, representativesagents and each person who controls NMC (and any of its affiliates) within the meaning of Section 15 of the Securities Act of 1933, officers and directors as amended or Section 20 of each Purchaser and its Affiliates) the Securities Exchange Act of 1934, as amended (each a an “Purchaser IndemniteeIndemnified Person”) from and ), to the fullest extent lawful, against any and all claims, losses, claims, damages, liabilities liabilities, and expenses (including reasonable costs Including all fees and disbursements of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus counsel and other expenses reasonably Incurred in connection with the registration and/or offering investigation of, preparation for and defense of the Registrable Securities any pending or threatened claim, action, proceeding, inquiry, investigation or litigation, to which an Indemnified Person may become subject) (as amended or supplemented if Amicus shall have furnished any amendments or supplements theretocollectively, “Damages”) or arising incurred that arise out of or based upon are related to any omission actual or alleged omission proposed Corporate Advisory assignment or NMC ‘s engagement under this Agreement. However, this indemnification shall not include any Damages that are found in a final judgment by a court of competent jurisdiction to state therein a material fact required have resulted from the bad faith, willful misconduct or gross negligence of NMC. b) If the indemnity above is unavailable or insufficient to be stated therein hold harmless an Indemnified Person, then the Company shall contribute to amounts paid or necessary to make the statements therein not misleading, except insofar as the same are caused payable by or contained in any information concerning such Holder furnished in writing to Amicus by such Holder specifically and expressly an Indemnified Person for inclusion Damages in such document. (b) Each Holder proportion as appropriately reflects the relative benefits received by the Company on the one hand and NMC on the other. If applicable law does not permit allocation solely based on benefits, then such contribution shall indemnify be made in such proportion as appropriately reflects both the relative benefits and hold harmless Amicus, and its respective directors, officers, employees and each Person who controls Amicus (within the meaning relative faults of the Securities Act parties and the Exchange Act) from and against any and all lossesother relevant equitable considerations. However, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 NMC ‘s aggregate contributions for Damages exceed the amount of fees received by NMC 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 SecuritiesAgreement. (c) Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) Promptly after the receipt by the Indemnified Party NMC of notice of any written notice of claim or the commencement of any action, suit, proceeding or investigation or threat thereof made in writing action for which an Indemnified Person may be Entitled to indemnity, NMC shall promptly notify the Company of such claim or the commencement of such against the Indemnified Party intends Person that would give rise to claim indemnification indemnification. However, any delay or contribution pursuant to the Transaction Documents; provided, however, that the failure to so notify the Indemnifying Party shall Company will not relieve the Indemnifying Party Company 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, its indemnity obligation except to the extent it is materially prejudiced by such delay or failure. The Company may wish, jointly with participate in the defense of the claim and shall assume the defense of the claim and shall pay as incurred the fees and disbursements of counsel for the proceeding. In any other Indemnifying Party similarly notified, proceeding where the Company declines to assume the defense or the Company’s counsel is deemed to have a conflict of such action at its own expenseinterest, with counsel chosen by it and reasonably satisfactory to such the Indemnified Party. The Indemnified Party Person shall have the right to employ separate retain its own counsel in any such action and participate in the defense thereof, but which shall be reasonably satisfactory to NMC. The Company shall pay the fees and expenses of such counsel as Incurred. However, the Company shall not be responsible for the fees and expenses of more than one counsel (other than reasonable costs counsel of investigationrecord) shall for all Indemnified Persons. d) The Company will not enter into any waiver, release or settlement for any threatened or pending claim, action, proceeding or investigation or settle any related litigation for which indemnification may be paid by the sought under this Agreement (whether or not 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 Persons are a formal party 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 effectedlitigation), which consent shall not be unreasonably withheld. (d) If unless the indemnification provided for in this Section 6.5 waiver, release or settlement includes an unconditional release of each Indemnified Person 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 and all liability arising out of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such lossesthreatened or pending claim, claimsaction, damagesproceeding, 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 6.5(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 6.5(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 Personlitigation.

Indemnification; Contribution. (a) Amicus shall indemnify Indemnification by the Company. The Company agrees to indemnity and hold harmless harmless, to the full extent permitted by law, each Holder, its officers, directors and each Person who controls such Holder (including within the employeesmeaning of the Securities Act), agentsand any agent or investment adviser thereof, 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 attorneys' fees and costs of investigation) arising out of or based upon any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus any amendment or supplement thereto, any Prospectus or preliminary prospectus 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 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, except insofar as the same arise out of or are caused by based upon any such untrue statement or contained in any omission based upon information concerning with respect to such Holder furnished in writing to Amicus the Company by or on behalf of such Holder specifically and expressly for inclusion use therein; provided that, in the event that the Prospectus shall have been amended or supplemented and copies thereof as so amended or supplemented, shall have been furnished to a Holder prior to the confirmation of any sales of Registrable Securities, such document. (b) Each indemnity with respect to the Prospectus shall not inure to the benefit of such Holder shall indemnify if the Person asserting such loss, claim, damage or liability and hold harmless Amicuswho purchased the Registrable Securities from such holder did not, and its respective directors, officers, employees and each Person who controls Amicus (within at or prior to the meaning confirmation of the sale of the Registrable Securities Act to such Person, receive a copy of the Prospectus as so amended or supplemented and the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of untrue statement or based upon any untrue, or allegedly untrue, statement omission of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus the Prospectus was corrected in connection with the registration and/or offering of the Registrable Securities (Prospectus as so amended or supplemented if Amicus shall have furnished any 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 Securitiessupplemented. (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 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 6.5(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 6.5(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 The Company shall indemnify and hold harmless each Holder, its respective officers and directors, and each Person, if any, who controls such Holder (including within the employees, meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives, officers and directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and representatives or advisers thereof against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue, untrue or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement, prospectus any Prospectus or preliminary prospectus Prospectus, or notification any amendment or offering circular prepared by Amicus in connection with the registration and/or offering supplement to any of the Registrable Securities foregoing, (as amended or supplemented if Amicus shall have furnished any amendments or supplements theretoii) 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 (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are caused by based upon, any such untrue statement or contained omission made in any reliance on and in conformity with written information concerning such Holder with respect to the Holders furnished in writing to Amicus the Company by such Holder specifically and the Holders or their counsel expressly for inclusion in use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such documentunderwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders. (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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration 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 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 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; provided, however, this Section 13 (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 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 Partyindemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 13 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. The Indemnified Party Notwithstanding the foregoing, if (i) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to take charge of the defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to the immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not have demonstrated to the reasonable satisfaction of the indemnified party its ability to finance such defense, or (ii) the indemnified party shall have reasonably concluded or been advised by counsel that there may be legal defenses available to other indemnified parties to such action which could result in a conflict of interest for such counsel or prejudice the prosecution of the defenses available to such indemnified party, then such indemnified party shall have the right to employ separate counsel in of its choosing, at the expense of the indemnifying party. No indemnifying party shall consent to entry of 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 enter into any settlement entered into without its written the consent (other than which consent, in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected)of an action, which consent suit, claim or proceeding exclusively seeking monetary relief, shall not be unreasonably withheld) of the applicable indemnified party. (dc) If the indemnification from the indemnifying party provided for in this Section 6.5 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 therein, 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 and expenses 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 or omissions which resulted in such losses, claims, damages, liabilities or and expenses, 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 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 (in writing, in the case of the Holders) 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 actionaction or omission. 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 6.5(a), (bSection 13(b) and (c)hereof, any legal or and 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 6.5(d13(c) 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 13(c). Any underwriter's obligations in this Section 13(c) to contribute shall be several in proportion to the immediately preceding paragraphnumber of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 13(c), no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay 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. If indemnification is available under this Section 13, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Section 13(a) hereof without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 13(c). (d) The provisions of this Section 13 shall be in addition to any liability which any party may have to any other party and shall survive any termination of this Agreement. The indemnification provided by this Section 13 shall survive the Transfer of such Registrable Securities by the Holders and shall remain in full force and effect irrespective of any investigation made by or on behalf of an indemnified party.

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 without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by (including reasonable costs of investigationi) arising out of any untrue statement or based upon any untrue, or allegedly untrue, alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof, including all documents incorporated therein by reference, or the omission 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; except insofar as such losses, claims, 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 to the extent that such losses, claims, damages or liabilities arise out of 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, claims, damages or liabilities and (ii) the Prospectus would have corrected such untrue statement or omission. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Company's directors, the Company's officers who sign a Registration Statement, prospectus and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or preliminary prospectus Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or notification or offering circular prepared by Amicus other expenses reasonably incurred in connection with the registration and/or offering defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of the Registrable Securities a material fact contained in any Registration Statement or any amendment thereof, any preliminary Prospectus or any Prospectus (as amended or supplemented if Amicus the Company shall have furnished any amendments or supplements thereto) ), or arising out of or based upon 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, except insofar as the same are caused by or contained in any but only with reference to information concerning relating to such Holder furnished to the Company in writing to Amicus by such Holder specifically and expressly for inclusion use 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 or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, prospectus preliminary Prospectus, 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 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 . In no event shall the liability of any indemnity under this Section 6.5(b) Holder of the Notes hereunder be greater in amount than the aggregate net dollar amount of the proceeds received by all of the Purchasers upon such Holder from the sale of the Notes giving rise to such Registrable Securitiesindemnification 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 6.5 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 6.5(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 6.5(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.