Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. NPS and NPS - Allelix Inc. jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by NPS or NPS - Allelix Inc. pursuant hereto. In no case shall NPS or NPS - Allelix Inc. be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS and NPS - Allelix Inc. shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS and NPS - Allelix Inc. shall be entitled to participate at their own expense in the defence and, if NPS and NPS - Allelix Inc. so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS or NPS - Allelix Inc.; or (ii) the named parties to any such suit include both the Trustee and NPS or NPS - Allelix Inc. and the Trustee shall have been advised by counsel acceptable to NPS or NPS - Allelix Inc. that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS or NPS - Allelix Inc. and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS and NPS - Allelix Inc. shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. NPS Shire and NPS - Allelix Inc. ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by NPS Shire or NPS - Allelix Inc. ExchangeCo pursuant hereto. In no case shall NPS Shire or NPS - Allelix Inc. ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS Shire and NPS - Allelix Inc. ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS Shire and NPS - Allelix Inc. ExchangeCo shall be entitled to participate at their own expense in the defence and, if NPS Shire and NPS - Allelix Inc. ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate participate, in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS Shire or NPS - Allelix Inc.ExchangeCo; or (ii) the named parties to any such suit include both the Trustee and NPS Shire or NPS - Allelix Inc. ExchangeCo and the Trustee shall have been advised by counsel acceptable to NPS Shire or NPS - Allelix Inc. ExchangeCo that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS Shire or NPS - Allelix Inc. ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS Shire and NPS - Allelix Inc. ExchangeCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Trusteetrust agreement.

Indemnification of the Trustee. NPS WSI and NPS - Allelix Inc. CERI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by NPS WSI or NPS - Allelix Inc. CERI pursuant hereto. In no case shall NPS WSI or NPS - Allelix Inc. CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS WSI and NPS - Allelix Inc. CERI shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS WSI and NPS - Allelix Inc. CERI shall be entitled to participate at their own expense in the defence and, if NPS WSI and NPS - Allelix Inc. CERI so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS WSI or NPS - Allelix Inc.CERI; or (ii) the named parties to any such suit include both the Trustee and NPS WSI or NPS - Allelix Inc. CERI and the Trustee shall have been advised by counsel acceptable to NPS WSI or NPS - Allelix Inc. CERI that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS WSI or NPS - Allelix Inc. CERI and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS WSI and NPS - Allelix Inc. CERI shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. NPS OSI and NPS - Allelix Inc. PTI Holdco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by NPS OSI or NPS - Allelix Inc. PTI Holdco pursuant hereto. In no case shall NPS OSI or NPS - Allelix Inc. PTI Holdco be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS OSI and NPS - Allelix Inc. PTI Holdco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS OSI and NPS - Allelix Inc. PTI Holdco shall be entitled to participate at their own expense in the defence defense and, if NPS and NPS - Allelix Inc. so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS or NPS - Allelix Inc.; or (ii) the named parties to any such suit include both the Trustee and NPS or NPS - Allelix Inc. and the Trustee shall have been advised by counsel acceptable to NPS or NPS - Allelix Inc. that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS or NPS - Allelix Inc. and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS and NPS - Allelix Inc. shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.OSI or

Indemnification of the Trustee. NPS TMW, Canco and NPS - Allelix Inc. MG jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by NPS TMW, Canco or NPS - Allelix Inc. MG pursuant hereto. In no case shall NPS TMW, Canco or NPS - Allelix Inc. MG be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS TMW, Canco and NPS - Allelix Inc. MG shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first 16 legal process giving information as to the nature and basis of the claim. Subject to (iii) below, NPS TMW, Canco and NPS - Allelix Inc. MG shall be entitled to participate at their own expense in the defence defense and, if NPS and NPS - Allelix Inc. TMW, Canco or MG so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS TMW, Canco or NPS - Allelix Inc.MG; or (ii) the named parties to any such suit include both the Trustee and NPS TMW, Canco or NPS - Allelix Inc. MG and the Trustee shall have been advised by counsel acceptable to NPS TMW, Canco or NPS - Allelix Inc. MG that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to NPS TMW, Canco or NPS - Allelix Inc. MG and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case NPS TMW, Canco and NPS - Allelix Inc. MG shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and or the resignation or removal replacement of the Trustee.

Indemnification of the Trustee. NPS The Parent, Holdco and NPS - Allelix Inc. the Company jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Trust Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable and necessary expenses (including reasonable and necessary expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Trust Agreement, or any written or oral instruction instructions delivered to the Trustee by NPS the Parent, Holdco or NPS - Allelix Inc. the Company pursuant hereto. In no case shall NPS the Parent, Holdco or NPS - Allelix Inc. the Company be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, gross negligence, wilful misconduct or bad faith of an Indemnified Party and unless NPS the Parent, Holdco and NPS - Allelix Inc. the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) Section 9.1(b), below, NPS the Parent, Holdco and NPS - Allelix Inc. the Company shall be entitled to participate at their own expense in the defence and, if NPS and NPS - Allelix Inc. the Parent, Holdco or the Company so elect at any time after receipt of such notice, either any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (ia) the employment of such counsel has been authorized by NPS the Parent, Holdco or NPS - Allelix Inc.the Company, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and NPS the Parent, Holdco or NPS - Allelix Inc. the Company and the Trustee shall have been advised in writing by counsel acceptable to NPS the Parent, Holdco or NPS - Allelix Inc. the Company that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS the Parent, Holdco or NPS - Allelix Inc. the Company and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case NPS the Parent, Holdco and NPS - Allelix Inc. the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity Such indemnification shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of this Trust Agreement.

Indemnification of the Trustee. NPS and NPS - Allelix Inc. jointly and severally agree The Company agrees to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, Party may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by NPS or NPS - Allelix Inc. the Company pursuant hereto. In no case shall NPS or NPS - Allelix Inc. the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS and NPS - Allelix Inc. the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim claim, or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS and NPS - Allelix Inc. The Company shall be entitled to participate at their its own expense in the defence andof the assertion or claim. Subject to (b), if NPS and NPS - Allelix Inc. so below, the Company may elect at any time after receipt of such notice, either of them may notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS or NPS - Allelix Inc.; or (ii) the named parties to any such suit include both the Trustee and NPS or NPS - Allelix Inc. and the Trustee shall have been advised by counsel acceptable to NPS or NPS - Allelix Inc. that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS or NPS - Allelix Inc. and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS and NPS - Allelix Inc. shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.:

Indemnification of the Trustee. NPS TMW, Canco and NPS - Allelix Inc. MG jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by NPS TMW, Canco or NPS - Allelix Inc. MG pursuant hereto. In no case shall NPS TMW, Canco or NPS - Allelix Inc. MG be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS TMW, Canco and NPS - Allelix Inc. MG shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first 129 legal process giving information as to the nature and basis of the claim. Subject to (iii) below, NPS TMW, Canco and NPS - Allelix Inc. MG shall be entitled to participate at their own expense in the defence defense and, if NPS and NPS - Allelix Inc. TMW, Canco or MG so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS TMW, Canco or NPS - Allelix Inc.MG; or (ii) the named parties to any such suit include both the Trustee and NPS TMW, Canco or NPS - Allelix Inc. MG and the Trustee shall have been advised by counsel acceptable to NPS TMW, Canco or NPS - Allelix Inc. MG that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to NPS TMW, Canco or NPS - Allelix Inc. MG and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case NPS TMW, Canco and NPS - Allelix Inc. MG shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and or the resignation or removal replacement of the Trustee.

Indemnification of the Trustee. NPS Parent and NPS - Allelix Inc. Purchaser jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by NPS Parent or NPS - Allelix Inc. Purchaser pursuant hereto. In no case Parent or Purchaser shall NPS or NPS - Allelix Inc. not be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS Parent and NPS - Allelix Inc. Purchaser shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, but Parent and Purchaser shall not be liable only to the extent that a delay in such notification by the Trustee prejudices the claim. Subject to (ii) below, NPS Parent and NPS - Allelix Inc. Purchaser shall be entitled to participate at their own expense in the defence defense and, if NPS Parent and NPS - Allelix Inc. Purchaser so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS Parent or NPS - Allelix Inc.Purchaser; or (ii) the named parties to any such suit include both the Trustee and NPS Parent or NPS - Allelix Inc. Purchaser and the Trustee shall have been advised by counsel acceptable to NPS Parent or NPS - Allelix Inc. Purchaser that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to NPS Parent or NPS - Allelix Inc. Purchaser and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS Parent and NPS - Allelix Inc. Purchaser shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. NPS and NPS - Allelix Inc. jointly and severally agree to AOI will indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, Agreement or any written or oral instruction instructions delivered to the Trustee by NPS or NPS - Allelix Inc. AOI pursuant hereto. In no case shall NPS or NPS - Allelix Inc. will AOI be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS and NPS - Allelix Inc. shall be AOI is notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall will have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS and NPS - Allelix Inc. shall AOI will be entitled to participate at their own expense in the defence defense and, if NPS and NPS - Allelix Inc. AOI so elect elects at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall will have the right to employ separate counsel in any such suit and participate in the defence thereof, defense thereof but the fees and expenses of such counsel shall will be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS or NPS - Allelix Inc.; or (ii) the named parties to any such suit include both the Trustee and NPS or NPS - Allelix Inc. and the Trustee shall have been advised by counsel acceptable to NPS or NPS - Allelix Inc. that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS or NPS - Allelix Inc. and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS and NPS - Allelix Inc. shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.:

Indemnification of the Trustee. NPS The Company and NPS - Allelix Inc. jointly and severally EMS LP agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith or willful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by NPS the Company or NPS - Allelix Inc. EMS LP pursuant hereto. In no case shall NPS the Company or NPS - Allelix Inc. EMS LP be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS the Company and NPS - Allelix Inc. EMS LP shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS and NPS - Allelix Inc. shall be entitled to participate at their own expense in the defence and, if NPS and NPS - Allelix Inc. so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS or NPS - Allelix Inc.; or (ii) the named parties to any such suit include both the Trustee and NPS or NPS - Allelix Inc. and the Trustee shall have been advised by counsel acceptable to NPS or NPS - Allelix Inc. that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS or NPS - Allelix Inc. and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS and NPS - Allelix Inc. shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.the

Indemnification of the Trustee. NPS IBM and NPS - Allelix Inc. the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by NPS IBM or NPS - Allelix Inc. the Corporation pursuant hereto. In no case shall NPS IBM or NPS - Allelix Inc. the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, wilful misconduct or bad faith of an Indemnified Party and unless NPS IBM and NPS - Allelix Inc. the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) ), below, NPS IBM and NPS - Allelix Inc. the Corporation shall be entitled to participate at their own expense in the defence defense and, if NPS and NPS - Allelix Inc. IBM or the Corporation so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS IBM or NPS - Allelix Inc.the Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NPS IBM or NPS - Allelix Inc. the Corporation and the Trustee shall have been advised by counsel acceptable to NPS IBM or NPS - Allelix Inc. the Corporation that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to NPS IBM or NPS - Allelix Inc. the Corporation and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case NPS IBM and NPS - Allelix Inc. the Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of one counsel for the Trustee). This indemnity Such indemnification shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of this trust agreement.

Indemnification of the Trustee. NPS PureRay U.S. and NPS - Allelix Inc. the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directorspartners, officers, employees officers and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by NPS PureRay U.S. or NPS - Allelix Inc. the Corporation pursuant hereto. In no case shall NPS PureRay U.S. or NPS - Allelix Inc. the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS PureRay U.S. and NPS - Allelix Inc. the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, NPS PureRay U.S. and NPS - Allelix Inc. the Corporation shall be entitled to participate at their own expense in the defence and, if NPS PureRay U.S. and NPS - Allelix Inc. the Corporation so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS PureRay U.S. or NPS - Allelix Inc.the Corporation; or (ii) the named parties to any such suit include both the Trustee and NPS PureRay U.S. or NPS - Allelix Inc. the Corporation and the Trustee shall have been advised by counsel acceptable to NPS PureRay U.S. or NPS - Allelix Inc. the Corporation, acting reasonably, that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to NPS PureRay U.S. or NPS - Allelix Inc. the Corporation and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case NPS PureRay U.S. and NPS - Allelix Inc. the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. NPS and NPS - Allelix Inc. jointly and severally agree to The Company shall indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by NPS Amdocs or NPS - Allelix Inc. the Company pursuant hereto. In no case shall NPS or NPS - Allelix Inc. the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless NPS and NPS - Allelix Inc. the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) ), below, NPS and NPS - Allelix Inc. the Company shall be entitled to participate at their its own expense in the defence defense and, if NPS and NPS - Allelix Inc. the Company so elect elects at any time after receipt of such notice, either of them it may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NPS or NPS - Allelix Inc.the Company, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NPS Amdocs or NPS - Allelix Inc. the Company and the Trustee shall have been advised by counsel acceptable to NPS or NPS - Allelix Inc. the Company that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those 28 29 available to NPS Amdocs or NPS - Allelix Inc. the Company and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case NPS and NPS - Allelix Inc. the Company shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.