Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 8.6(a) or Section 8.6(b) shall be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 8.6, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11Section 7.1.

Indemnification Procedure. A claim In the event that a Claim subject to which the indemnification applies under Section 12.1 shall be referred to herein provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as an “Indemnification Claim”. If any Person or Persons (collectivelyapplicable, the “Indemnitee”) intends to claim invoke its right to indemnification under this Article 12XI, Licensee or Bayer, as the Indemnitee case may be, shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) thereof, in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)writing. The Indemnitor shall have the sole right to assume and control the defense and settlement of such Claim including the Indemnification Claim at sole right to settle such a Claim, in its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteesole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall have be required before the right to retain Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own counselcost, voluntarily make any payment or incur any expense with the fees and expenses respect to be paid by the Indemniteesuch a Claim, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and which the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available required to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11give.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) party that intends to claim ------------------------- indemnification (the "Indemnitee") under this Article 1211 shall promptly notify the other party (the "Indemnitor") in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a "Claim"), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall notify have the Party subject right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the parties under this Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the indemnification obligation (Indemnitor within a reasonable time after the “Indemnitor”) in writing promptly upon becoming aware commencement of any claim that may be an Indemnification such Claim (it being understood and agreed, however, that shall relieve the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation liability to the Indemnitee under this Agreement except and Article 11, only to the extent that the Indemnitor failure is actually prejudiced as a result of prejudicial to its ability to defend such failure action, but the omission so to give notice). The Indemnitor shall have the right deliver written notice to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeArticle 11. The Indemnitee shall reasonably cooperate with the Indemnitor under this Article 11, and its employees, at the Indemnitor’s expense 's request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Nipro may claim indemnity under the control this Article 11 (on its own behalf or on behalf of the an Nipro Indemnitee), which information shall be subject to and other Nipro Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only TheraSense may claim indemnity under this Article 1111 (on its own behalf or on behalf of a TheraSense Indemnitee), and other TheraSense Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim”. .” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS GlobeImmune Licensed Patents Rights or BMS GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 119.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim”. .” If any Person or Persons (collectively, the “Indemnitee”Indemnitee “) intends to claim indemnification under this Article 129, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsat its own cost. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 9.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-HowLicensed Intellectual Property), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 118.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 10.6(a) or Section 10.6(b) shall be referred to herein as an a “Indemnification Claim”. .” If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 10.6, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11Section 8.1.

Indemnification Procedure. A claim In a circumstance where one Party is required to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification indemnify the other Party for one hundred percent (100%) of the Losses arising from any Third Party Claim”. If , a Party or any Person of its Affiliates or Persons their respective directors, officers, employees or agents (collectively, the “Indemnitee”) that intends to claim indemnification under this Article 12, the Indemnitee 11 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) of any Losses in respect of which the Indemnitee intends to claim such indemnification, and if the Indemnitor confirms in writing promptly upon becoming aware of any claim that may be an Indemnification Claim it will indemnify the Indemnitee for one hundred percent (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result 100%) of such failure to give notice). The Loss, then the Indemnitor shall have the right to assume and control the defense thereof with counsel of its choice, subject to the consent of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteenon-Indemnifying Party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If The Indemnitor shall not be responsible for the Indemnitor does not assume the defense fees and expenses of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation more than one counsel to do soall Indemnitees. The Indemnitee indemnity in this Article 11 shall not settle or compromise the Indemnification apply to amounts paid in settlement of any Third Party Claim if such settlement is effected without the prior written consent of the any Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteeconditioned. The failure to deliver notice to an Indemnitor within a reasonable time after the commencement of any such Third Party Claim shall not relieve such Indemnitor of any liability to the Indemnitee under this Article 11 with respect to such action, except to the extent that such failure materially prejudiced the Indemnitor’s ability to defend such action. Each Indemnitee under this Article 11, its employees and agents, shall reasonably cooperate fully with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemnitee, which information shall be subject to Article 11any Claim or action covered by this indemnification.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee 13 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be an Indemnification Claim such indemnification (it being understood for purposes of this Section 13.3, each a “Claim”), and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and sole control of the defense of and/or settlement thereof; provided that the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemniteedefense and/or settlement of such Claim; provided that, if representation the Indemnitor is also involved in defending against such Claim in its own name and if defense of such the Indemnitor and Indemnitee by the same counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by place such counsel in such proceedings. If a position of conflict of interest, the Indemnitor does not assume shall pay the defense reasonable cost of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soIndemnitee’s separate counsel. The Indemnitee indemnification obligations of the Parties under this Article 13 shall not settle or compromise the Indemnification apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Indemnitor, and which consent shall, not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall to the extent it is prejudicial relieve such Indemnitor of any liability to the Indemnitee under this Article 13, but the omission so to deliver written notice to the Indemnitor shall not settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeArticle 13. The Indemnitee shall reasonably cooperate with the Indemnitor under this Article 13, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject and its legal representatives with respect to Article 11such Claims covered by this indemnification.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall 9.5(a) or Section 9.5(b) will be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 9.5, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, ; provided however that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be subject to Article 11Section 8.

Indemnification Procedure. A claim 13.3.1 Notice of the matter which may give rise to which indemnification applies under Section 12.1 such Claim shall be referred to herein as an “Indemnification Claim”. If any Person or Persons given in writing by the indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the against whom indemnification obligation may be sought (the “Indemnitor”) in writing promptly upon becoming as soon as reasonably practicable after such Indemnitee becomes aware of any claim that may be an Indemnification Claim (it being understood and agreedsuch Claim; provided, however, that the failure by an Indemnitee to give such notice notify the Indemnitor shall not relieve it from any liability that it may have to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of its the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification obligation under this Agreement except and only describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent that known and in reasonable detail, relevant details thereof. If the Indemnitor is actually prejudiced as a result of such failure fails to give notice)Indemnitee notice of its intention to defend any such Claim as provided in this Section 13.3.1. The Indemnitor the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor’s expense, and control defend, settle or otherwise dispose of such Claim with the consent of the Indemnitor, not to be unreasonably withheld or delayed. 13.3.2 In the event the Indemnitor elects to assume the defense of a Claim, the Indemnification Indemnitee of the Claim at in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, reasonable access to its own expense books and records and otherwise fully cooperate with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, in connection with such Claim; provided, however, that an (i) the Indemnitee shall have the right fully to retain participate in such defense at its own counsel, with expense; (ii) the fees Indemnitor’s counsel and expenses independent auditors shall not disclose any Confidential Information of the Indemnitee to be paid by the Indemnitor without the Indemnitee, if representation of such Indemnitee by ’s consent; (iii) access shall only be given to the counsel retained books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor would of any such actions shall not be inappropriate due deemed a waiver by the Indemnitee of its right to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If assert a Claim with respect to the responsibility of the Indemnitor does not assume with respect to the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soor Losses in question. The Indemnitee Indemnitor shall not have the right to settle or compromise any Claim against the Indemnification Indemnitee (that the Indemnitor has defended pursuant to this Section 13.3.2) without the consent of the Indemnitee which shall not be unreasonably withheld or delayed. No Indemnitee shall pay or voluntarily permit the determination of any Losses which is subject to any such Claim without while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement delayed. 13.3.3 This Section 13 shall survive termination or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control expiration of the Indemnitee, which information shall be subject to Article 11this Agreement.

Indemnification Procedure. A If a claim to occurs for which a party has an indemnification applies obligation under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person 10.3 or Persons 10.4, the indemnified party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall will: (a) promptly notify the Party subject to the indemnification obligation indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim the claim; (it being understood and agreed, however, that b) use commercially reasonable efforts to mitigate the failure by an Indemnitee to give such notice shall not relieve Indemnitor effects of its indemnification obligation under this Agreement except and only to the extent that claim; (c) reasonably cooperate with the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control in the defense of the Indemnification Claim at its own expense claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee, all at the Indemnitor 's cost and expense. If the Indemnitor assumes the defense of the claim, the Indemnitee may participate in such defense with the Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole cost and expense; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by neither the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, nor the Indemnitee may defend will consent to the Indemnification Claim but shall have no obligation entry of any judgment or enter into any settlement with respect to do so. The Indemnitee shall not settle or compromise the Indemnification Claim claim without the prior written consent of the Indemnitorother party, and which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor shall not settle or compromise the Indemnification Claim in any manner and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor will have an adverse effect on the right, upon written notice to the Indemnitee within five days after receipt of the Indemnitee’s interests (including any rights written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such claim will cease. The Indemnitor will not be liable for any settlement or other disposition of a claim by the scope or enforceability of the BMS Patents Rights or BMS Know-How), Indemnitee which is reached without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends Any Indemnified Party wishing to claim indemnification under this Article 12Section 6.10(a), the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware learning of any claim that may be an Indemnification Claim (it being understood and agreedsuch claim, howeveraction, that suit, proceeding or investigation, shall as promptly as possible notify Acquirer thereof, but the failure by an Indemnitee to give such notice so notify shall not relieve Indemnitor Acquirer of its indemnification obligation under this Agreement except and only any liability it may have to the extent that the Indemnitor is actually prejudiced as a result of such Indemnified Party if such failure to give notice)does not materially prejudice Acquirer. The Indemnitor In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time): (i) Acquirer shall have the right to assume the defense thereof and control Acquirer shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Acquirer elects not to assume such defense or counsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between Acquirer and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Acquirer shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received; (ii) the Indemnified Parties will cooperate in the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of any such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee matter; and (iii) Acquirer shall not settle or compromise the Indemnification Claim be liable for any settlement effected without the its prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner (which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld); and provided, delayed further, that Acquirer shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the indemnification of such Indemnified Party in the manner contemplated hereby is not permitted or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11is prohibited by applicable law.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall 11.6(a) or Section 11.6(b) will be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 11.6, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be subject to Article 11Section 10.

Indemnification Procedure. A claim to In connection with any Claim for which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person a Pfizer Indemnitee or Persons a Licensee Indemnitee (collectively, the relevant “Indemnitee”) intends to claim seeks indemnification under this Article 12from Licensee or SpringWorks or Pfizer, the Indemnitee shall notify the Party subject to the indemnification obligation respectively, (the “Indemnitor”) in writing promptly upon becoming aware pursuant to this Agreement, Pfizer or Licensee, respectively, shall: (a) give the Indemnitor prompt written notice of the Claim; provided, however, that failure to provide such notice shall not relieve the Indemnitor from its liability or obligation hereunder, except to the extent of any claim that may be an Indemnification Claim material prejudice as a direct result of such failure; (it being understood b) cooperate with the Indemnitor, at the Indemnitor’s request and agreedexpense, in connection with the defense and settlement of the Claim; and (c) permit the Indemnitor to control the defense and settlement of the Claim; provided, however, that the failure by an Indemnitee to give such notice Indemnitor may not settle the Claim without Pfizer’s or Licensee’s, respectively, prior written consent, which shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to be unreasonably withheld or delayed, in the extent event that the Indemnitor is actually prejudiced as a result of such failure to give notice)settlement materially adversely impacts any relevant Indemnitee’s rights or obligations. The Indemnitor Further, Pfizer or Licensee, respectively, shall have the right to assume participate (but not control) and control the defense be represented in any suit or action by advisory counsel of the Indemnification Claim its selection and at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soexpense. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in have any manner which would have indemnity obligation with respect to any claim settled by an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), Indemnitee without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available prior written consent, such consent not to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11unreasonably withheld or delayed.

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim to which indemnification applies under Section 12.1 shall be referred to herein as an (a “Indemnification Third-Party Claim”. If any Person ) which gives or Persons (collectivelycould give rise to a right of indemnification under this Agreement, the party requesting indemnification (“Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject provide notification to the indemnification obligation other party (the “Indemnitor”) in writing promptly upon becoming aware describing the amount and nature of any claim that may be an Indemnification Claim (it being understood and agreedthe Third-Party Claim; provider, however, that the any failure by an Indemnitee to give or delay in giving such notice shall not only relieve Indemnitor the lndemnitor of its indemnification obligation under this Agreement except to defend, indemnify, and only hold the Indemnitee harmless to the extent that it reasonably demonstrates its defense or settlement of the Claim was adversely affected thereby. The lndemnitor shall have sole control of the defense and of all negotiations for settlement of any Third-Party Claim and the lndemnitee shall cooperate with the Indemnitor in the defense or settlement of any such Claim at the Indemnitor’s expense. Notwithstanding the foregoing, the lndemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such Claim or unless the Indemnitee consents to such settlement in writing. Where the Indemnitor does not request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have involved, the right to assume and control Indemnitee may participate in the defense of the Indemnification Claim at its own expense with expense. If Indemnitee does not assume defense of the Third-Party Claim, the lndemnitee will defend or settle the Third Party Claim, utilizing counsel selected of the Indemnitee’s choice, and Inseminator shall reimburse the Indemnitee an amount equal to the aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, in connection with the enforcement of the indemnification obligations set forth herein (including reasonable attorney’s fees and costs), plus (iii) interest at the highest amount permitted by law on the aggregate amount of the liabilities, plus the other costs and expenses to be paid incurred by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) party that intends to claim indemnification under this Article 12, Section 14.2 (the Indemnitee shall “Indemnitee”) shall: (i) promptly notify the Party subject to the indemnification obligation indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim that may be an Indemnification Claim such indemnification hereunder; (it being understood and agreedii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have reserves the right to assume and retain its own counsel to defend itself in, but not control the defense of the Indemnification Claim of, such suit, at its own expense with counsel selected by expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and reasonably acceptable to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, providedin which case, howeverthe Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, that an at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 14.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 14.2 and the Indemnitee shall have the right to retain participate in any such claim, suit or proceeding with counsel of its choosing at its own counselexpense, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle have the sole right to control the defense or compromise the Indemnification Claim settlement thereof in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control terms of the Indemnitee, which information shall be subject to Article 11this Section 14.2(c).

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1211, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 11.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights Orexigen Intellectual Property, or BMS Know-HowConfidential Information or Patent or other rights licensed to Orexigen by Takeda hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed conditioned, or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 1110.

Indemnification Procedure. A claim to which (a) For the avoidance of doubt, all indemnification applies under Section 12.1 claims in respect of a Novartis Indemnitee shall be referred made solely by NOVARTIS. (b) NOVARTIS shall notify GW in writing reasonably promptly after the assertion against NOVARTIS or other Novartis Indemnitee of any Claim or fact in respect of which the NOVARTIS intends to herein as an base a claim for indemnification hereunder (“Indemnification ClaimClaim Notice”. If any Person or Persons (collectively), the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that but the failure by an Indemnitee or delay to give such notice so notify GW shall not relieve Indemnitor GW of any obligation or liability that it may have to NOVARTIS, except to the extent that GW demonstrates that its indemnification obligation under this Agreement except ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the claim and only the nature and amount of the Claim (to the extent that the Indemnitor is actually prejudiced as a result nature and amount of such failure to give noticeClaim is known at such time). Upon the request of GW, NOVARTIS shall furnish promptly to GW copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of sub-clauses (d) and (e) below, GW shall have the right, upon written notice given to NOVARTIS within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at GW’s sole expense, in which case the provisions of sub-clause (d) below shall govern. The Indemnitor assumption of the defense of a Claim by GW shall not be construed as acknowledgement that GW is liable to indemnify any Novartis Indemnitee in respect of the Claim, nor shall it constitute a waiver by GW of any defenses it may assert against NOVARTIS or a Novartis Indemnitee’s claim for indemnification. In the event that it is ultimately decided that GW is not obligated to indemnify or hold an NOVARTIS or a Novartis Indemnitee harmless from and against the Claim, NOVARTIS shall reimburse GW for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by GW in its defense of the Claim. If GW does not give written notice to NOVARTIS, within thirty (30) days after receipt of the Indemnification Claim Notice, of GW’s election to assume the defense and handling of such Claim, the provisions of sub-clause (e) below shall govern. (d) Upon assumption of the defense of a Claim by GW: (i) GW shall have the right to and shall assume sole control and control responsibility for dealing with the defense of the Indemnification Claim Claim; (ii) GW may, at its own expense cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by GW; (iii) GW shall keep NOVARTIS informed of the Indemnitor status of such Claim; and reasonably acceptable (iv) GW shall have the right to settle the Indemnitee, Claim on any terms GW chooses; provided, however, that an Indemnitee it shall have not, without the right prior written consent of NOVARTIS, agree to retain its own counsela settlement of any Claim which could lead to liability or create any financial or other obligation on the part of NOVARTIS for which NOVARTIS is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the Claim on behalf of NOVARTIS. NOVARTIS shall cooperate with GW and shall be entitled to participate in, with the fees and expenses to be paid by the Indemniteebut not control, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim with its own counsel and at its own expense. In particular, NOVARTIS shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as aforesaidmay be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by GW to, and reasonable retention by NOVARTIS of, records and information that are reasonably relevant to such Claim, and making NOVARTIS, the Indemnitee Novartis Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If GW does not give written notice to NOVARTIS as set forth in sub-clause (c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, NOVARTIS may, at GW’s expense, select counsel reasonably acceptable to NOVARTIS in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may defend deem appropriate. In such event, NOVARTIS shall keep GW timely apprised of the Indemnification status of such Claim but shall have no obligation to do so. The Indemnitee and shall not settle or compromise the Indemnification such Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the IndemniteeGW, which consent, in each case, consent shall not be unreasonably withheld. If NOVARTIS defends or handles such Claim, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee GW shall reasonably cooperate with the Indemnitor NOVARTIS, at the Indemnitor’s NOVARTIS’ request but at no expense to NOVARTIS, and shall make available be entitled to participate in the Indemnitor all pertinent information under the control defense and handling of the Indemnitee, which information shall be subject to Article 11such Claim with its own counsel and at its own expense.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 13.1 or Section 13.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1213, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 13.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS OncoMed Licensed Patents Rights or BMS OncoMed Licensed Know-How, or Confidential Information or Patent or other rights licensed to OncoMed by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteeconditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 1112.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, Promptly after receipt by either party of notice of the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware assertion of any claim or the commencement of any action, suit or proceeding with respect to this Agreement, such party ("Indemnified Party") shall give written notice thereof to the other party ("Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that may be an Indemnification Claim (it being understood and agreed, however, that failure of the failure by an Indemnitee Indemnified Party to give such the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Agreement obligations hereunder except and only to the extent that extent, if any, it shall have been prejudiced thereby. In case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor is actually prejudiced as a result of such failure shall be entitled to give notice). The Indemnitor shall have the right join in (and, in its discretion, to assume and control assume) the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the IndemniteeIndemnified Party, provided, however, that an Indemnitee the Indemnified Party shall have be entitled to join in the right to retain defense of any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, with the fees and expenses to be paid representation by the IndemniteeIndemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, if representation of action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such Indemnitee settlement includes as an unconditional term thereof the giving by the counsel retained by claimant or plaintiff of a release of the Indemnitor would be inappropriate due Indemnified Party, in form and substance satisfactory to actual the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsproceeding. If the Indemnitor does assumes the defense of any claim, action, suit or proceeding as provided in this Section, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection but at its own expense except as provided above. If the Indemnitor shall not assume the defense of the Indemnification Claim as aforesaidany claim, action, suit or proceeding, the Indemnitee Indemnified Party may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall not settle any claim, action, suit or compromise proceeding which would give rise to the Indemnification Claim Indemnitor's liability under its indemnity without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11delayed.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How, or Confidential Information or patent or other rights licensed to BMS by Elixir hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A (a) Whenever any claim shall arise for indemnification hereunder relating to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification a Loss (a "Claim”. If any Person or Persons (collectively"), the “party entitled to indemnification (the "Indemnitee”") intends shall promptly give written notice to claim indemnification under this Article 12, the party obligated to provide indemnity (the "Indemnitor") with respect to the Claim after the receipt by the Indemnitee shall notify of reliable information of the Party subject to facts constituting the indemnification obligation (basis for the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, and Indemnitor refuses to pursue or incorporate such legal positions and defenses into its legal positions and defenses after the written request of Indemnitee, the Indemnitor shall bear the sole cost, risk and expense of the Indemnitee's separate participation, including reasonable fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control elect to settle any claim for monetary damages without the defense Indemnitee's consent only if the settlement includes a complete release of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, delayed which will not be unreasonably withheld. If the subject of any Claim results in a judgment or conditioned settlement, the Indemnitor shall promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 5.4(b), or if the settlement Indemnitor fails diligently to prosecute such defense, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitee and its counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the Indemnitee or compromise would impose no financial its counsel copies of all pleadings and other information within the Indemnitor's knowledge or other obligations possession reasonably requested by the Indemnitee or burdens on its counsel that are relevant to the Indemniteedefense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee shall reasonably cooperate maintain confidentiality with respect to all such information consistent with the Indemnitor at the Indemnitor’s expense and shall make available to conduct of a defense hereunder. (d) The obligation of the Indemnitor all pertinent information under to indemnify the control of the Indemnitee, which information Indemnitee against Claims pursuant to this Agreement shall be subject in addition to Article 11any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A claim to which (a) Any party seeking indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons hereunder (collectively, the “"Indemnitee”") intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the party liable for such indemnification obligation (the “"Indemnitor”") in writing of any event, omission or occurrence which the Indemnitee believes has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly upon becoming after the Indemnitee becomes aware of any claim that may be an Indemnification Claim (it being understood and agreedsuch event, howeveromission or occurrence; provided, that the failure by an of any Indemnitee to give such notice as provided in this Section 12.4 shall not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 12.4, except and only to the extent that the Indemnitor is actually prejudiced as a result of by such failure to give notice). A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a right of indemnification to the extent known by or available to Indemnitee. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim. (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to assume defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control the defense of the Indemnification Claim such defense. If any Indemnitee desires to participate in any such defense, it may do so at its own expense with counsel selected by the Indemnitor sole cost and reasonably acceptable to the Indemnitee, expense; provided, however, that an such Indemnitee shall have the right to retain its own employ separate counsel to represent such Indemnitee in such defense, at the Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and on the advice of counsel, a conflict of interest between such Indemnitor and such Indemnitee exists with respect to such claim or demand or (ii) the fees Indemnitor agrees to the retention of such counsel. So long as the Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not pay or settle a claim or demand without the consent of the Indemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and expenses to be paid by complete release of the Indemnitee, if representation of and provided also that no such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)settlement will, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed impose any obligation or conditioned if the settlement or compromise would impose no financial or other obligations or burdens restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnitee at the Indemnitor's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which notice documents in reasonable detail the Loss or portion thereof by the Indemnitee. The ) shall promptly and in any case within thirty days of receipt provide such reimbursement, unless and only to the extent that the Indemnitor disputes in good faith its indemnity obligation with respect to such Loss. (d) Each Indemnitee shall reasonably cooperate in complying with the Indemnitor at any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information 's obligations hereunder. Such Indemnitee shall be subject to Article 11reimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein Each of the parties in its respective capacity as an “Indemnification Claim”. If any Person or Persons indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12hereunder, the Indemnitee shall notify the Party subject give to the indemnification obligation other party (the “Indemnitor”) in writing promptly upon becoming aware prompt written notice of any claim that may be an Indemnification Claim (it being understood and agreed, however, might give rise to indemnified liabilities under Section 14.1 or 14.2 setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that the any failure by an Indemnitee to give such notice shall not relieve affect the obligations of the Indemnitor of its indemnification obligation under this Agreement except unless (and only then solely to the extent that extent) the ability of the Indemnitor to provide such indemnification is actually prejudiced as a result of such failure to give notice)in any material respect thereby. The Indemnitor shall have the right at any time during which such claim is pending to assume select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that no Indemnitor will settle any such claim without (i) the appropriate Indemnitee’s prior written consent which consent shall not be unreasonably withheld or delayed or (ii) obtaining an unconditional release of the Indemnification Claim at its own expense with counsel selected by appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due is responsible to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend with respect to such claim to the Indemnification Claim but shall have no obligation extent and subject to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and limitations set forth herein; provided further that the Indemnitor shall not settle be entitled to control the defense of any claim if in the reasonable opinion of counsel for the Indemnitee there are one or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make more defenses available to the Indemnitee which are not available to the Indemnitor. To the extent that the undertaking to indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Indemnitor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all pertinent information under Indemnified Liabilities incurred by the control of the Indemnitee, which information shall be subject to Article 11Indemnitee for any Indemnitor.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person a Lonza Indemnitee or Persons Omeros Indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Clause 9, the Indemnitee it shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)alleged liability. The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense defence thereof with counsel selected by the Indemnitor and of its choice as long as such counsel is reasonably acceptable to the Indemnitee, ; provided, however, that an any Indemnitee shall have the right to retain its own counselcounsel at its own expense, with the fees and expenses to be paid by the Indemniteefor any reason, including if representation of such any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceedings. If proceeding and provided further that the Indemnitor does may not assume the defense admit to any unlawful act or infringement of the Indemnification Claim as aforesaid, a Third Party’s Intellectual Property by the Indemnitee may defend or agree to any invalidity or unenforceability of an Indemnitee’s patent rights without the Indemnification Claim but shall have no obligation to do soindemnitee’s written consent. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this Clause 9. The obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor’s expense and , which consent shall make available not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor all pertinent information within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under the control this Clause 9. It is understood that only Lonza or Omeros may claim indemnity under this Clause 9 (on its own behalf or on behalf of the Indemniteeits Indemnitees), which information shall be subject to Article 11and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon no later than [***] days after becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee ARTICLE 11 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be an Indemnification Claim such indemnification (it being understood for purposes of this Section 11.3, each a “Claim”), and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and sole control of the defense of and/or settlement thereof; provided that the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsClaim. If the Indemnitor does not assume the defense The indemnification obligations of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee Parties under this ARTICLE 11 shall not settle or compromise the Indemnification apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Indemnitor, and which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 11, but the omission so to deliver written notice to the Indemnitor shall not settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeARTICLE 11. The Indemnitee shall reasonably cooperate with the Indemnitor under this ARTICLE 11, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under the control this ARTICLE 11 (on its own behalf or on behalf of the a Juno Indemnitee), which information shall be subject to Article 11and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Fate may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Fate Indemnitee), and other Fate Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which 12.3.1 The Party seeking indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the this Agreement “Indemnitee”) intends to claim indemnification under this Article 12, must (a) provide the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware with timely written notice of any claim that may be an Indemnification the Claim, (b) give Indemnitor control over the defense of such Claim and (it being understood and agreedc) not settle, however, that release or otherwise dispose of the failure by an Claim without Indemnitor’s written consent If Indemnitee fails to give such Indemnitor prompt notice shall not relieve of a Claim, Indemnitor will be relieved of its indemnification obligation under this Agreement except and to indemnify Indemnitee for such Claim, but only to the extent that the Indemnitor is actually prejudiced by the delay in receiving the notice. Indemnitor must also notify Indemnitee of important developments affecting the defense of the Claim as it relates to Indemnitee and must conduct such defense in a result of such failure to give notice). The Indemnitor shall manner consistent with Indemnitee’s best interests. 12.3.2 Indemnitee will have the right to assume and control participate in the defense of the Indemnification Claim and to employ counsel, at its own expense with expense, separate from the counsel selected employed by the Indemnitor and reasonably acceptable Indemnitor. Prior to the settlement, release or disposition (“Disposition”) of a Claim as it relates to Indemnitee, providedIndemnitor must give written notice to Indemnitee of the terms of the proposed Disposition. Within ten (10) days after receiving the notice, howeverIndemnitee must give written notice to Indemnitor of either its consent or objection to the proposed Disposition. If Indemnitee objects to the proposed Disposition, that an Indemnitee shall have Indemnitor will not settle or release the right Claim as it relates to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume but will withdraw from the defense of the Indemnification Claim as aforesaidit relates to Indemnitee and surrender the defense to Indemnitee as it relates to Indemnitee. Upon such withdrawal, the Indemnitee may defend the Indemnification Claim but shall have no Indemnitor’s obligation to do soIndemnitee will cease. 12.3.3 If, as the result of a Claim brought by a third party, both Parties are found to be liable, then each Party will contribute to the common liability a pro rata share based in its relative degree of fault as determined by the adjudication. The Indemnitee shall If the adjudication does not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorapportion fault, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens Parties cannot agree on their pro rata shares of liability, then the Indemnitee. The Indemnitee shall reasonably cooperate dispute will be resolved in accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 1122.

Indemnification Procedure. A claim to which Any Person seeking indemnification applies under this Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons 10 (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall promptly notify the Party subject to the from whom indemnification obligation is sought (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedClaim, howeverand, that subject to Section 8.3, the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and the other Party within thirty (30) days after receipt of written notice of such Claim from the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such the Indemnitee and any other party represented by such counsel in such proceedingsproceeding; or (b) by Indemnitee in all other cases. If In no event shall the Indemnitor does be liable for any Liabilities that result from any unreasonable delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not assume the defense of the Indemnification Claim as aforesaidobligated to indemnify, defend or hold harmless an Indemnitee from and against such Claim, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and reimburse the Indemnitor shall not settle or compromise the Indemnification Claim in for any manner which would have an adverse effect on the Indemnitee’s interests and all costs and expenses (including attorneys’ fees and costs of suit) and any rights under this Agreement or Liabilities incurred by the scope or enforceability Indemnitor in its defense of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on such Claim with respect to the Indemnitee. The Indemnitee and its employees and agents shall reasonably cooperate with with, and at the expense of, the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemnitee, which information shall be subject to Article 11any Claim covered by this Section 10.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee ARTICLE 12 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be an Indemnification Claim such indemnification (it being understood for purposes of this Section 12.3, each a “Claim”), and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and sole control of the defense of and/or settlement thereof; provided that the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsClaim. If the Indemnitor does not assume the defense The indemnification obligations of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee Parties under this ARTICLE 12 shall not settle or compromise the Indemnification apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Indemnitor, and which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 12, but the omission so to deliver written notice to the Indemnitor shall not settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeARTICLE 12. The Indemnitee shall reasonably cooperate with the Indemnitor under this ARTICLE 12, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Trimeris may claim indemnity under the control this ARTICLE 12 (on its own behalf or on behalf of the a Trimeris Indemnitee), which information shall be subject to Article 11and other Trimeris Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only CRL may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a CRL Indemnitee), and other CRL Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons CRUCELL (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Section 11, the Indemnitee CRUCELL shall promptly notify the Party subject to the indemnification obligation VAXIN (the “Indemnitor”) in writing promptly upon becoming aware of any claim, demand, action, or other proceeding for which the Indemnitee intends to claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)indemnification. The Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, Indemnitor; provided, however, that an the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such the Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee indemnity obligations under this Section 11 shall not settle apply to amounts paid in settlement of any claim, demand, action or compromise the Indemnification Claim other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, and which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 11 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.relieve it of

Indemnification Procedure. A party that makes a claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim for indemnification under this Article 12, the Indemnitee 10 shall promptly notify the Party subject to the indemnification obligation other party (the “Indemnitor”) in writing promptly upon becoming aware of any action, claim that may be an Indemnification Claim (it being understood and agreedor other matter in respect of which such party, however, that the failure by an Indemnitee intends to give claim such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, indemnification; provided, however, that an Indemnitee failure to provide such notice within a reasonable period of time shall have not relieve the right Indemnitor of any of its obligations hereunder except to retain the extent the Indemnitor is prejudiced by such failure. The indemnified party shall permit the Indemnitor, at its own counseldiscretion, with to settle any such action, claim or other matter, and the fees and expenses indemnified party agrees to be paid the complete control of such defense or settlement by the IndemniteeIndemnitor. Notwithstanding the foregoing, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle enter into any settlement that would adversely affect the indemnified party’s rights hereunder, or compromise impose any obligations on the Indemnification Claim indemnified party in addition to those set forth herein, in order for it to exercise such rights, without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee indemnified party shall reasonably fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 10. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11its own expense.

Indemnification Procedure. A claim Each indemnified Party (the "INDEMNITEE") agrees to give the indemnifying Party (the "INDEMNITOR") prompt written notice of any Claims or discovery of fact upon which indemnification applies under Section 12.1 shall be referred the Indemnitee intends to herein as an “Indemnification Claim”base a request for indemnification. If any Person or Persons (collectivelyNotwithstanding the foregoing, the “Indemnitee”) intends failure to claim indemnification under this Article 12, give timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually not materially prejudiced as a result of such failure thereby. 12.4.1 The Indemnitee shall furnish promptly to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor copies of all papers and reasonably acceptable to official documents in the Indemnitee, 's possession or control which relate to any Claims; provided, however, that an if the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual defends or potential differing interests between such Indemnitee and any other party represented by such counsel participates in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaidany Claims, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and then the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on also provide such papers and documents to the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at in defending against any Claims. 12.4.2 The Indemnitor shall have the Indemnitor’s expense and shall make available right, by prompt written notice to the Indemnitor all pertinent information under the Indemnitee, to assume direction and control of the defense of any Claim, with counsel reasonably satisfactory to the Indemnitee and at the sole cost of the Indemnitor, so long as (a) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than thirty (30) days after the Indemnitor's receipt of notice of the Claim) that the Indemnitor intends to indemnify the Indemnitee pursuant to this Article absent the development of facts that give the Indemnitor the right to claim indemnification from the Indemnitee, which information and (b) the Indemnitor diligently pursues the defense of the Claim. 12.4.3 If the Indemnitor assumes the defense of the Claim as provided in this Section 12.4, the Indemnitee may participate in such defense with the Indemnitee's own counsel who shall be retained, at the Indemnitee's sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor shall consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to Article 11injunctive relief or other relief, the Indemnitor shall have the right, upon written notice to the Indemnitee within five (5) days after receipt of the Indemnitee's written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable Third Party's benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys' fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor's rights and obligations with respect to such Claim shall cease. 12.4.4 The Indemnitor shall not be liable for any settlement or other disposition of a Claim by the Indemnitee which is reached without the written consent of the Indemnitor.

Indemnification Procedure. A In the event of any claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210, the Indemnitee party claiming the right to indemnity (the "Claimant") shall promptly notify the Party subject indemnifying party (the "Indemnitor") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in such defense, but the Indemnitor shall assume the direction and control of such defense. The Claimant shall, at its expense, assist in and cooperate with the Indemnitor and its agents and insurers in the defense of such claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (upon further notice to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control undertake the defense defense, compromise or settlement of such claim for the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable account of Indemnitor, subject to the Indemnitee, provided, however, that an Indemnitee shall have the right fight of Indemnitor to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 10 to the Indemnification Claim as aforesaidcontrary notwithstanding. Indemnitor shall not, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not without Claimant's prior written consent, settle or compromise the Indemnification Claim any claim or consent to entry of any judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant, Indemnitor may, without the Claimant's prior written consent of the Indemnitorconsent, and the Indemnitor shall not settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the Indemnification Claim release of Claimant by the plaintiff from all liability in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability respect of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11such claim.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim”. .” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim Claim, but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement Agreement, or the scope or enforceability of any Patent within the BMS Patents Codexis Patent Rights or BMS of the Codexis Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 119.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person a Lonza Indemnitee or Persons Micromet Indemnitee (collectively, the “"Indemnitee”") intends to claim indemnification under this Article 12Clause 9, the Indemnitee it shall promptly notify the other Party subject to the indemnification obligation (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)alleged liability. The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense defence thereof with counsel selected by the Indemnitor and of its choice as long as such counsel is reasonably acceptable to the Indemnitee, ; provided, however, that an any Indemnitee shall have the right to retain its own counselcounsel at its own expense, with the fees and expenses to be paid by the Indemniteefor any reason, including if representation of such any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party reasonably represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soproceeding. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this Clause 9. The obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor’s expense and , which consent shall make available not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor all pertinent information within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under the control this Clause 9. It is understood that only Lonza or Micromet may claim indemnity under this Clause 9 (on its own behalf or on behalf of the Indemniteeits Indemnitees), which information shall be subject to Article 11and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person An Indemnitee (whether a CCF Indemnitee or Persons (collectively, the “a COMPANY Indemnitee”) that intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject Paragraph 10.6 will give notice to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware indemnifying PARTY of any claim that may COVERED CLAIM which might be an Indemnification Claim (it being understood and agreed, however, that the failure covered by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)Paragraph 10.6. The Indemnitor indemnifying PARTY shall have the right to assume and immediately take control of the defense and investigation of the Indemnification Claim at its own expense with COVERED CLAIM, including selection of counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, at the indemnifying PARTY’s sole cost and expense; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)indemnifying PARTY will not, without the prior written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such COVERED CLAIM (a) that does not release the Indemnitee from all liability with respect to such COVERED CLAIM, or (b) that may adversely affect the Indemnitee or under which consentthe Indemnitee would incur any obligation or liability, in each case, shall not be unreasonably withheld, delayed or conditioned if other than one as to which the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteeindemnifying PARTY has an indemnity obligation hereunder. The Indemnitee shall reasonably agrees to cooperate with the Indemnitor and provide reasonable assistance to such defense at the Indemnitorindemnifying PARTY’s expense. The Indemnitee at all times reserves the right to select and retain counsel of its own at its own expense and shall make available to defend its interests, provided that the Indemnitor all pertinent information under the indemnifying PARTY will remain in control of the defense. The Indemnitee, which information ’s failure to perform any obligations under this Paragraph 10.6.3 shall be subject not relieve the indemnifying PARTY of its obligation under Paragraph 10.6 except to Article 11the extent that the indemnifying PARTY can demonstrate that it has been materially prejudiced as a result of the failure.

Indemnification Procedure. A claim to which (a) Any party seeking indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons hereunder (collectively, the “"Indemnitee”") intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the party liable for such indemnification obligation (the “"Indemnitor”") in writing of any event, omission or occurrence which the Indemnitee believes has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly upon becoming after the Indemnitee becomes aware of any claim that may be an Indemnification Claim (it being understood and agreedsuch event, howeveromission or occurrence; provided, that the failure by an of any Indemnitee to give such notice as provided in this Section 12.4 shall not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 12.4, except and only to the extent that the Indemnitor is actually prejudiced as a result of by such failure to give notice). A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a right of indemnification to the extent known by or available to Indemnitee. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim. (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to assume defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control the defense of the Indemnification Claim such defense. If any Indemnitee desires to participate in any such defense, it may do so at its own expense with counsel selected by the Indemnitor sole cost and reasonably acceptable to the Indemnitee, expense; provided, however, that an such Indemnitee shall have the right to retain its own employ separate counsel to represent such Indemnitee in such defense, at the Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and on the advice of counsel, a conflict of interest between such Indemnitor and such Indemnitee exists with respect to such claim or demand or (ii) the fees Indemnitor agrees to the retention of such counsel. So long as the Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not pay or settle a claim or demand without the consent of the Indemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and expenses to be paid by complete release of the Indemnitee, if representation of and provided also that no such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)settlement will, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed impose any obligation or conditioned if the settlement or compromise would impose no financial or other obligations or burdens restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnitee at the Indemnitor's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. 37 (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which notice documents in reasonable detail the Loss or portion thereof by the Indemnitee. The ) shall promptly and in any case within thirty days of receipt provide such reimbursement, unless and only to the extent that the Indemnitor disputes in good faith its indemnity obligation with respect to such Loss. (d) Each Indemnitee shall reasonably cooperate in complying with the Indemnitor at any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information 's obligations hereunder. Such Indemnitee shall be subject to Article 11reimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. A In the event of any claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 126, the Indemnitee party claiming the right to indemnity (the "Claimant") shall promptly notify the Party subject indemnifying party (the "Indemnitor") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in such defense, but the Indemnitor shall assume the direction and control of such defense. The Claimant shall, at its expense, assist in and cooperate with the Indemnitor and its agents and insurers in the defense of such claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (upon further notice to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control undertake the defense defense, compromise or settlement of such claim for the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable account of Indemnitor, subject to the Indemnitee, provided, however, that an Indemnitee shall have the right of Indemnitor to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 6 to the Indemnification Claim as aforesaidcontrary notwithstanding, the Indemnitee may defend the Indemnification Claim but Indemnitor shall have no obligation to do so. The Indemnitee shall not not, without Claimant's prior written consent, settle or compromise the Indemnification Claim any claim or consent to entry of any judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without the Claimant's prior written consent of the Indemnitorconsent, and the Indemnitor shall not settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the Indemnification Claim release of Claimant by the plaintiff from all liability in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability respect of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11such claim.

Indemnification Procedure. A claim to which If a party is seeking indemnification applies under Section 12.1 shall be referred to herein 24.1 or Section 24.2, as an “Indemnification Claim”. If any Person or Persons applicable (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12), it shall inform the Indemnitee shall notify the indemnifying Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any the claim that may be giving rise to the obligation to indemnify pursuant to Section 24.1 or Section 24.2, as applicable, as soon as reasonably practicable after receiving notice of the claim (an “Indemnification Claim (it being understood and agreedNotice”); provided, howeverthat, that the any delay or failure by an Indemnitee to give provide such notice shall not relieve Indemnitor of its constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification obligation under this Agreement Section 24.1 or Section 24.2, as applicable, except and only to the extent that such delay or failure materially prejudices the Indemnitor is actually prejudiced as a result of such failure Indemnitor’s ability to give notice). defend against the relevant claims. (A) The Indemnitor shall have the right right, upon written notice given to assume and control the defense Indemnitee within [***] after receipt of the Indemnification Claim at its own expense Notice, to assume the defense of any such claim for which the Indemnitee is seeking indemnification pursuant to Section 24.1 or Section 24.2, as applicable. The Indemnitee shall cooperate with counsel selected by the Indemnitor and the Indemnitor’s insurer as the Indemnitor may reasonably acceptable to request, and at the Indemnitee, provided, however, that an Indemnitor’s cost and expense. The Indemnitee shall have the right to retain participate, at its own counselexpense and with counsel of its choice, with in the fees and expenses to be paid defense of any claim or suit that has been assumed by the Indemnitor. (B) The Indemnitor shall not settle any claim without first obtaining the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned, or delayed; provided, that, the Indemnitor shall not be required to obtain such consent if representation the settlement: (i) involves only the payment of such money and shall not result in the Indemnitee (or other Amneal Indemnitees or Metsera Indemnitees, as applicable) becoming subject to injunctive or other similar type of relief; (ii) does not require an admission by the counsel retained by the Indemnitor would be inappropriate due to actual Indemnitee (or potential differing interests between such Indemnitee other Amneal Indemnitees or Metsera Indemnitees, as applicable); and any other party represented by such counsel in such proceedings. If the Indemnitor (iii) does not assume adversely affect the defense of the Indemnification Claim as aforesaid, rights or licenses granted to the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so(or its Affiliates) under this Agreement. The Indemnitee shall not settle or compromise the Indemnification Claim any such claim without first obtaining the prior written consent of the Indemnitor. (C) If the Parties cannot agree as to the application of Section 24.1 or Section 24.2, and as applicable, to any claim, pending the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability resolution of the BMS Patents Rights dispute pursuant to Article 29.9, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 24.1 or BMS Know-How)Section 24.2, without the prior written consent as applicable, upon resolution of the Indemnitee, which consent, in underlying claim. In each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 1119.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person a Lonza Indemnitee or Persons Kolltan Indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Clause 9, the Indemnitee it shall promptly notify the Party subject to the indemnification obligation other party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)alleged liability. The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and of its choice as long as such counsel is reasonably acceptable to the Indemnitee, ; provided, however, that an any Indemnitee shall have the right to retain its own counselcounsel at its own expense, with the fees and expenses to be paid by the Indemniteefor any reason, including if representation of such any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soproceeding. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this Clause 9. The obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor’s expense and , which consent shall make available not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor all pertinent information within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under the control this Clause 9. It is understood that only Lonza or Kolltan may claim indemnity under this Clause 9 (on its own behalf or on behalf of the Indemniteeits Indemnitees), which information shall be subject to Article 11and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim (a) Within a reasonable time after obtaining knowledge thereof, a Person who may be entitled to indemnification hereunder (the "Indemnitee") shall promptly give the Party who may be obligated to provide such indemnification (the "Indemnitor") written notice of any Liability which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject has determined has given or could give rise to the a claim for indemnification obligation hereunder (the “Indemnitor”) in writing promptly upon becoming aware a "Notice of any claim that may be an Indemnification Claim (it being understood and agreedClaim"); provided, however, that no failure or delay in giving any such Notice of Claim shall relieve the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except obligations except, and only to the extent extent, that it is prejudiced thereby. A Notice of Claim shall specify in reasonable detail the nature and all known particulars related to a Liability. The Indemnitor shall perform its indemnification obligations in respect of a Liability described in a Notice of Claim under Sections 10.2 or 10.3 hereof, as the case may be, within 30 days after the Indemnitor shall have received such Notice of Claim. (b) The Indemnitor shall inform the Indemnitee promptly after the Indemnitor has made a good faith determination, based on the facts alleged in such Notice of Claim or which have otherwise become known to the Indemnitor, either that the Indemnitor is actually prejudiced as a result acknowledges that it has an indemnification obligation hereunder in respect of such failure Liability or that the Indemnitor has made a good faith determination that it has no indemnification obligation hereunder in respect of such Liability. If the Indemnitor fails to give notice). perform its obligations under this Section 10.4, or if the Indemnitor shall have informed the Indemnitee in writing in that the Indemnitor does not have an indemnification obligation hereunder in respect of such Liability, then the Indemnitee shall have the right, but not the obligation, to take the actions which the Indemnitor would have had the right to take in connection with the performance of such obligations and, if the Indemnitee is entitled to indemnification hereunder in respect of the event or circumstance as to which the Indemnitee takes such actions, then the Indemnitor shall, in addition to indemnifying Indemnitee for the Liability, indemnify the Indemnitee for all of the legal, accounting and other costs, fees and expenses reasonably and actually incurred in connection therewith. (c) The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim obligation, in good faith and at its own expense cost and expense, to cure, remediate, mitigate, remedy or otherwise handle any event or circumstance which gives rise to a Liability in respect of which a Notice of Claim has been given (including events and circumstances which can be cured, remediated, mitigated or remedied through the expenditure of money and events and circumstances which give rise to a Liability which can be measured in terms of money), regardless of the nature of such Liability. Such right and obligation shall include, without limitation, (i) the right to investigate any such event or circumstance, and (ii) the right to defend, contest or otherwise oppose any third party claim, demand, suit, action or proceeding related to such event or circumstance with legal counsel selected by it. The exercise of such right and performance of such obligation shall not constitute an admission or agreement by Indemnitor that it has an indemnification obligation hereunder in respect of such Liability. If the Indemnitor proposes to settle or compromise any such third party action, demand, claim, suit or proceeding, the Indemnitor shall give written notice to that effect (together with a statement in reasonable detail of the terms and reasonably acceptable conditions of such settlement or compromise) to the Indemnitee, provided, however, that an Indemnitee a reasonable time prior to effecting such settlement or compromise. (d) The Indemnitee shall have the right right, but not the obligation, to retain participate, at its own counselcost and expense, with in the fees defense, contest or other opposition of any such third party claim, demand, suit, action or proceeding through legal counsel selected by it and expenses shall have the right, but not the obligation, to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by assert any and all cross-claims or counterclaims which it may have. So long as the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel is in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaidgood faith performing its obligations under this Section 10.4, the Indemnitee may defend shall (i) at Indemnitor's cost and expense, cooperate in all reasonable ways with, make its and its Affiliates' relevant files and records available for inspection and copying by, make its and its Affiliates' employees reasonably available to and otherwise render reasonable assistance to the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall Indemnitor upon request and (ii) not compromise or settle any such claim, demand, suit, action or compromise the Indemnification Claim proceeding without the prior written consent of the Indemnitor, and . The Indemnitee shall have the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests right (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if i) to object to the settlement or compromise would impose no financial of any such third party action, demand, claim, suit or proceeding whereupon if such settlement is solely a cash settlement (A) the Indemnitee will assume the defense, contest or other obligations opposition of any such third party action, demand, claim, suit or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with proceeding for its own account and as if it were the Indemnitor and (B) the Indemnitor shall be released from any and all liability with respect to any such third party action, demand, claim, suit or proceeding to the extent that such liability exceeds the liability which the Indemnitor would have had in respect of such a settlement or compromise, or (ii) to assume, at any time by giving written notice to that effect to the Indemnitor’s expense , the cure, mitigation, remediation, remedy or other handling of such event or circumstance and the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account whereupon the Indemnitor shall be released from any and all liability with respect to such event or circumstance and such third party action, demand, claim, suit or proceeding. (e) After the Closing, each Party shall take all commercially reasonable actions which may be necessary to enable the other Party to exercise its rights and perform its obligations under this Section 10.4. (f) Notwithstanding anything contained herein to the contrary, each Party shall use, and shall make available cause its Affiliates to the Indemnitor use, commercially reasonable efforts to mitigate any and all pertinent information under the control damages, losses, liabilities, costs and expenses in respect of the Indemnitee, which information shall it may be subject entitled to Article 11indemnification hereunder.

Indemnification Procedure. A (a) Whenever any claim to which shall arise for indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification hereunder (a "Claim”. If any Person or Persons (collectively"), the “party entitled to indemnification (the "Indemnitee”") intends shall promptly give written notice to claim indemnification under this Article 12, the party obligated to provide indemnity (the "Indemnitee") with respect to the Claim after the receipt by the Indemnitee shall notify of reliable information of the Party subject to facts constituting the indemnification obligation (basis for the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control elect to settle any claim for monetary damages without the defense Indemnitee's consent only if the settlement includes a complete release of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, delayed which will not be unreasonably withheld. If the subject of any Claim results in a judgment or conditioned settlement, the Indemnitor shall promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 7.3(b), if the settlement Indemnitor fails diligently to prosecute such defense, or compromise would impose no financial or other obligations or burdens on if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitee and its counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defense. The Indemnitee shall reasonably cooperate maintain confidentiality with respect to all such information consistent with the Indemnitor at the Indemnitor’s expense and shall make available to conduct of a defense hereunder. (d) The obligation of the Indemnitor all pertinent information to indemnify the Indemnitee against Losses arising under the control of the Indemnitee, which information this Agreement shall be subject in addition to Article 11any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall 14.6(a), Section 14.6(b) or Section 14.6(c) will be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 14.6, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification such Claim at its own cost and expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees fees, costs and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the . The Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), such claim without the prior written consent of the Indemnitee, which consent, in each case, shall Indemnitee if such settlement does not be unreasonably withheld, delayed include a complete release from liability or conditioned if such settlement would involve undertaking an obligation (including the settlement or compromise would impose no financial or other obligations or burdens on payment of money by the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of ), would bind or impair the Indemnitee, which information shall be subject to Article 11or includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnitee or this Agreement is invalid, narrowed in scope or Amgen Contract No.: 2013579490 35 EXECUTION COPY

Indemnification Procedure. A In the event of any claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210, the Indemnitee party claiming the right to indemnity (the "Claimant") shall promptly notify the Party subject indemnifying party (the "Indemnitor") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in such defense, but the Indemnitor shall assume the direction and control of such defense. The Claimant shall, at its expense, assist in and cooperate with the Indemnitor and its agents and insurers in the defense of such claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (upon further notice to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control undertake the defense defense, compromise or settlement of such claim for the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable account of Indemnitor, subject to the Indemnitee, provided, however, that an Indemnitee shall have the right of Indemnitor to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 10 to the Indemnification Claim as aforesaidcontrary notwithstanding, the Indemnitee may defend the Indemnification Claim but Indemnitor shall have no obligation to do so. The Indemnitee shall not not, without Claimant's prior written consent, settle or compromise the Indemnification Claim any claim or consent to entry of any judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without the Claimant's prior written consent of the Indemnitorconsent, and the Indemnitor shall not settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the Indemnification Claim release of Claimant by the plaintiff from all liability in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability respect of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11such claim.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS NPC Patents Rights or BMS NPC Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 1110.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall 7.5(a) or Section 7.5(b) will be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 7.5, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect require any admission by the Indemnitee or impose any obligation on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be subject to Article 118.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim”. .” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS GlobeImmune Licensed Patents Rights or BMS GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 119.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Toray Patents Rights or BMS Toray Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 1110.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) party that intends to claim indemnification under this Article 12, Section 9.2 (the Indemnitee shall “Indemnitee”) shall: (i) promptly notify the Party subject to the indemnification obligation indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim that may be an Indemnification Claim such indemnification hereunder; (it being understood and agreedii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have reserves the right to assume and retain its own counsel to defend itself in, but not control the defense of the Indemnification Claim of, such suit, at its own expense with counsel selected by expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and reasonably acceptable to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, providedin which case, howeverthe Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, that an at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 9.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 9.2 and the Indemnitee shall have the right to retain participate in any such claim, suit or proceeding with counsel of its choosing at its own counselexpense, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle have the sole right to control the defense or compromise the Indemnification Claim settlement thereof in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control terms of the Indemnitee, which information shall be subject to Article 11this Section 9.2(c).

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall 13.7(a) or Section 13.7(b) will be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 13.7, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification such Claim at its own cost and expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees fees, costs and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s sole cost and expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee’s control, which information shall will be subject to Article 11Section 12.1.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 8.1 or 8.2 shall be referred to herein as an “Indemnification Claim”. If any Person person or Persons persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12ARTICLE 8, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights Indemnitee’s patents or BMS Know-Howknow how), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11ARTICLE 7.

Indemnification Procedure. A claim to which Any Person seeking indemnification applies under this Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons 10 (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall promptly notify the Party subject to the from whom indemnification obligation is sought (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood Claim, and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and the other Party within thirty (30) days after receipt of written notice of such Claim from the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such the Indemnitee and any other party represented by such counsel in such proceedingsproceeding; or (b) by Indemnitee in all other cases. If In no event shall the Indemnitor does be liable for any Liabilities that result from any delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not assume the defense of the Indemnification Claim as aforesaidobligated to indemnify, defend or hold harmless an Indemnitee from and against such Claim, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and reimburse the Indemnitor shall not settle or compromise the Indemnification Claim in for any manner which would have an adverse effect on the Indemnitee’s interests and all costs and expenses (including attorneys’ fees and costs of suit) and any rights under this Agreement or Liabilities incurred by the scope or enforceability Indemnitor in its defense of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on such Claim with respect to the Indemnitee. The Indemnitee and the other Party, and its employees and agents, shall reasonably cooperate with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemnitee, which information shall be subject to Article 11any Claim covered by this Section 10.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as indemnification, on behalf of itself or any of its Affiliates, or any of their respective directors, officers, employees or agents (each, an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification ), under this Article 12, the Indemnitee 10 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedthe applicable claim, provided, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under limit or otherwise reduce the indemnity provided for in this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)notice materially prejudices the rights of the Indemnitor. The Indemnitor shall have the right right, upon notice to assume the Indemnitee within [***] after the receipt of any such notice, to undertake the defense, settlement or compromise of such claim, and control the failure of the Indemnitor to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnification Claim at its own expense with counsel selected by Indemnitor’s rights under this Section 10.3 and shall preclude the Indemnitor and reasonably acceptable to from disputing the Indemniteemanner in which the Indemnitee may conduct the defense of such claim. Upon such notice from the Indemnitor, provided, however, the Indemnitor shall have sole control of the defense and/or settlement of such claim; provided that an the Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soclaim. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), claim without the prior written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee indemnification obligations of the Parties under this Article 10 shall reasonably cooperate with not apply to amounts paid in settlement of any claim if such settlement is effected without the Indemnitor consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitee, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject and its legal representatives with respect to Article 11such claims covered by this indemnification.

Indemnification Procedure. A claim to which In the event that an Indemnified Entity is seeking indemnification applies under Section 12.1 9.1, it shall be referred inform the Indemnifying Entity in writing of the relevant Claim as soon as reasonably practicable after it receives notice of the Claim, shall permit the Indemnifying Entity to herein as an “Indemnification Claim”. If any Person or Persons assume direction and control of the defense of the Claim (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation right to control the defense of actions described in Section 5.3), including the right to select defense counsel, which counsel shall be reasonably satisfactory to the Indemnified Entity, and shall cooperate as reasonably requested by the Indemnifying Entity (at the “Indemnitor”expense of the Indemnifying Entity) in writing promptly upon becoming aware the defense of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the Claim. The failure by an Indemnitee or delay to give such notice so notify the Indemnifying Entity shall not relieve Indemnitor the Indemnifying Entity of its indemnification any obligation under this Agreement or liability that it may have to the Indemnified Entity, except and only to the extent that the Indemnitor Indemnifying Entity demonstrates that its ability to defend or resolve such Claim is actually prejudiced as a result adversely affected thereby. Notwithstanding the foregoing, if control of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor Indemnifying Entity would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume Parties, then the Indemnified Entity may undertake the defense of such Claim with counsel of its choice at the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but Indemnified Party’s expense. The Indemnified Entity shall have no obligation the right to do soparticipate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Entity. The Indemnitee Neither the Indemnifying Entity nor the Indemnified Entity shall not settle or compromise the Indemnification Claim enter into any settlement of any claim subject to indemnification without the prior mutual written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11between these two parties.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee 11 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be an Indemnification Claim such indemnification (it being understood for purposes of this Section 11.3, each a “Claim”), and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and sole control of the defense of and/or settlement thereof; provided that the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsClaim. If the Indemnitor does not assume the defense The indemnification obligations of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee Parties under this Article 11 shall not settle or compromise the Indemnification apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Indemnitor, and which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to deliver written notice to the Indemnitor shall not settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeArticle 11. The Indemnitee shall reasonably cooperate with the Indemnitor under this Article 11, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Loxo or its permitted assignee may claim indemnity under the control this Article 11 (on its own behalf or on behalf of the a Loxo Indemnitee), which information shall be subject to and other Loxo Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 1111 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which Any Indemnitee seeking indemnification applies under Section 12.1 11.2 or Section 11.3 hereof shall be referred to herein as give an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware Indemnitor prompt written notice of any claim that may be an Indemnification Claim (it being understood and agreed, howevermight give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that the any failure by an Indemnitee to give such notice shall not relieve affect the obligations of the Indemnitor of its indemnification obligation under this Agreement except unless (and only then solely to the extent that the extent) such Indemnitor is actually prejudiced as a result of such failure to give notice)thereby. The Indemnitor shall have the right at any time during which such claim is pending to assume select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee's prior written consent or (ii) obtaining an unconditional release of the Indemnification Claim at its own expense with counsel selected by appropriate Indemnitee from all claims arising out of, or in any way relating to, the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and reasonably acceptable to the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise be entitled to control the Indemnification Claim defense of any claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or event that in the scope or enforceability reasonable opinion of the BMS Patents Rights or BMS Know-How), without the prior written consent of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to Section 11.2 or Section 11.3, as applicable, that is effected without its prior written consent, in each case, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, delayed pay and hold harmless set forth in Section 11.2 or conditioned if Section 11.3, as applicable, may be unenforceable because it is violative of any law or public policy, the settlement or compromise would impose no financial or other obligations or burdens on Company shall contribute the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense maximum portion which it is permitted to pay and shall make available satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. For purposes hereof, "Indemnitor" means the Purchaser Indemnitor all pertinent information under or the control of the Company Indemnitor, as applicable; "Indemnitee, which information shall be subject to Article 11" means a Purchaser Indemnitee or a Company Indemnitee and "Indemnified Liabilities" means either Purchaser Indemnified Liabilities or Company Indemnified Liabilities.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons Party (collectively, the “Indemnitee”) which intends to claim indemnification under this Article 12Section 10.1 or Section 10.2, the Indemnitee as applicable, shall promptly (i.e., within twenty (20) calendar days of receipt) notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any Claim in respect of which the Indemnitee or any of its directors, officers, employees or agents intend to claim that may be an Indemnification Claim (it being understood and agreedsuch indemnification, however, provided that the failure by an to provide timely notice to the Indemnitor shall release the Indemnitor from any liability to the Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and but only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)thereby. The Indemnitee shall permit and shall cause its employees and agents to permit the Indemnitor shall have the right to assume and control the defense of any such Claim with qualified counsel at the Indemnification Claim at its own expense with counsel selected by the Indemnitor Indemnitor’s ​ ​ sole cost and reasonably acceptable to the Indemniteeexpense, provided, however, that an if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee shall have in its reasonable discretion for the right same counsel to retain its own counsel, with represent both the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaidIndemnitor, the Indemnitee may defend shall be able to obtain its own counsel at the Indemnification Claim but shall have no obligation to do soexpense of the Indemnitor. The Indemnitee may participate in such defense through counsel of its own selection at the Indemnitee’s sole cost and expense. Neither Party shall not settle or compromise the Indemnification consent to entry of judgment of any such Claim without the other Party’s prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemniteeconsent, which consent, in each case, consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed; provided that the Indemnitee shall be deemed to have granted such consent if either: (a) such settlement does not adversely affect the Indemnitee and does not impose any obligation or liability on the Indemnitee which cannot be assumed and performed in full by the Indemnitor; or (b) such settlement involves only the payment of money by the Indemnitor or compromise would impose no financial its insurer. The Indemnitor shall not be responsible for any attorneys’ fees or other obligations or burdens on the Indemniteecosts incurred other than as provided in this Agreement. The Indemnitee Indemnitee, its employees and its agents shall reasonably cooperate with provide reasonable and good faith assistance (including but not limited to documents and testimony) to the Indemnitor and its legal representatives, at the Indemnitor’s expense expense, in the investigation and shall make available to the Indemnitor all pertinent information under the control defense of the Indemnitee, which information shall be subject to Article 11any Claim covered by this indemnification.

Indemnification Procedure. A claim Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 11.1 or Section Error! Reference source not found., as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which indemnification applies under Section 12.1 shall not be referred to herein as an “Indemnification Claim”unreasonably withheld or delayed. If any Person the Indemnitor fails or Persons (collectively, refuses to assume control of the “Indemnitee”) intends to claim indemnification under this Article 12defense of such Action, the Indemnitee shall notify have the Party subject right, but no obligation, to defend against such Action, including settling such Action after giving notice to the indemnification obligation (Indemnitor, in each case in such manner and on such terms as the “Indemnitor”) in writing promptly upon becoming aware of Indemnitee may deem appropriate. The Indemnitee's failure to perform any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall obligations under this Section 11.3 will not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 1, except and only to the extent that the Indemnitor is actually can demonstrate that it has been materially prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.failure.‌

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”a) intends to claim To obtain indemnification under this Article 12Agreement, Indemnitee shall submit to the Secretary of the Company (or to such other officer as may be designated by the Board) a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary, or other designated officer, of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change of Control (as herein defined) shall have occurred, by Independent Counsel (as herein defined) (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Directors, by the stockholders of the Company; or (iii) as provided in Section 10(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the independent counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall notify request that such selection be made by the Party Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial Proceeding pursuant to Section 11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware applicable standards of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give noticeprofessional conduct then prevailing). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies the obligations under Section 12.1 shall 6.5(a) or Section 6.5(b) apply will be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification recover under this Article 12Section 6.5, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall will have no obligation to do so, and the costs and expenses incurred by Indemnitee in connection with the defense of any Claim for which Indemnitor has not assumed control will be paid for by Indemnitor. The Except in the event where Indemnitee shall assumes control in accordance with the foregoing sentence, the Indemnitee will not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect require any admission by the Indemnitee or impose any obligation on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be subject to Article 117.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons Each indemnified party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, will give the Indemnitee shall notify the Party subject to the indemnification obligation indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware prompt written notice of any claim that may be an Indemnification Claim (it being understood and agreedClaims or discovery of fact upon which the Indemnitee intends to base a request for indemnification. Notwithstanding the foregoing, however, that the failure by an Indemnitee to give such timely notice shall to the Indemnitor will not relieve release the Indemnitor of its indemnification obligation under this Agreement except and only from any liability to the Indemnitee to the extent that the Indemnitor is actually not materially prejudiced as a result of such failure thereby. (a) The Indemnitee will furnish promptly to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor copies of all papers and reasonably acceptable to official documents in the Indemnitee, ’s possession or control which relate to any Claims; provided, however, that an if the Indemnitee shall defends or participates in the defense of any Claims, then the Indemnitor will also provide such papers and documents to the Indemnitee. The Indemnitee will reasonably cooperate with the Indemnitor in defending against any Claims. (b) The Indemnitor will have the right, by prompt written notice to the Indemnitee, to assume direction and control of the defense of any Claim, with counsel reasonably satisfactory to the Indemnitee and at the sole cost of the Indemnitor, so long as (a) the Indemnitor will promptly notify the Indemnitee in writing (but in no event more than 30 days after the Indemnitor’s receipt of notice of the Claim) that the Indemnitor intends to indemnify the Indemnitee pursuant to this Article absent the development of facts that give the Indemnitor the right to retain its own counsel, with the fees and expenses to be paid by claim indemnification from the Indemnitee, if representation of such Indemnitee by the counsel retained by and (b) the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume diligently pursues the defense of the Indemnification Claim. (c) If the Indemnitor assumes the defense of the Claim as aforesaidprovided in this Section 10.5, the Indemnitee may defend participate in such defense with the Indemnification Claim but shall have no obligation Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor will consent to do so. The Indemnitee shall not settle the entry of any judgment or compromise enter into any settlement with respect to the Indemnification Claim without the prior written consent of the Indemnitorother party, and which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor shall not settle or compromise the Indemnification Claim in any manner and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor will have an adverse effect on the right, upon written notice to the Indemnitee within five days after receipt of the Indemnitee’s interests (including any rights written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable Third Party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such Claim will cease. (d) The Indemnitor will not be liable for any settlement or other disposition of a Claim by the scope or enforceability of the BMS Patents Rights or BMS Know-How), Indemnitee which is reached without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim In order to which indemnification applies receive the benefits of the indemnity under Section 12.1 shall be referred to herein 11.02(a) or 11.03, as applicable, a Person seeking indemnification (each, an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, must: (a) give the Indemnitee shall notify the indemnifying Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware written notice of any claim that may be an Indemnification Claim (it being understood and agreed, howeveror potential claim promptly after the Indemnitee receives notice thereof; provided, that failure of the failure by an Indemnitee to give provide such notice shall not relieve Indemnitor of its constitute a waiver of, or result in the loss of, such Indemnities’ right to indemnification obligation under this Agreement Agreement, except and only to the extent that the Indemnitor is actually Indemnitor’s rights, or its ability to defend against or settle such claim or potential claim, are prejudiced as a result of by such failure to give noticenotify; (b) allow the Indemnitor to assume the control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim; provided, that: (a) the Indemnitor has confirmed its indemnification obligation to the Indemnitee under this Article 11, (b) no such settlement would materially adversely affect the rights or obligations of such Indemnitee under this Agreement without the Indemnitee’s prior written consent; and (c) any settlement reached without the prior written consent of such Indemnitee shall be for monetary damages only (which amount shall be fully indemnified hereunder by the Indemnitor) and not for any equitable relief and shall not include any admission or ongoing obligation or restriction on the part of such Indemnitee; and (c) reasonably cooperate with the Indemnitor, at the Indemnitor’s request and expense, in its defense of the claim (including making documents and records available for review and copying and making persons within such Indemnitee’s control available for pertinent interview and testimony), including by negotiating appropriate joint defense agreements and similar arrangements to, as fully as possible, provide such cooperation without vitiating any legal privilege to which such Indemnitee is entitled. If the Indemnitor defends the claim, the Indemnitee may at its expense and using attorneys of its choice, participate in, but shall not have any control of, the defense or settlement of such claim. The Indemnitor shall have the right no liability under this Article 11 as to assume and control the defense any claim for which settlement or compromise of the Indemnification Claim at its own expense with counsel selected such claim, or an offer of settlement or compromise of such claim, is made by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons The Indemnified Party shall: (collectively, the “Indemnitee”i) intends to claim indemnification under this Article 12, the Indemnitee shall promptly notify the Party Indemnitor in writing of the pending or threatened Action subject to the indemnification obligation such indemnity (the “IndemnitorIndemnified Action”) in writing promptly upon becoming as soon as reasonably practicable after the Indemnified Party first becomes aware of such Indemnified Action; (ii) give the Indemnitor sole control of any claim that may be an Indemnification Claim defense and settlement of such Indemnified Action; and (it being understood iii) give, and agreedshall cause the Indemnitees of PDF (if Advantest is the Indemnitor) or the Indemnitees of Advantest (if PDF is the Indemnitor) to give, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent Indemnitor reasonable assistance requested by the Indemnitor in connection with any such defense or settlement; provided that the Indemnitor is actually prejudiced as a result of shall pay any reasonable and necessary out-of-pocket costs incurred by the Indemnitees for such failure to give notice)assistance. The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)make, without the Indemnified Party’s express prior written consent of the Indemnitee, which consent, in each caseany admission, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial concession that may interfere or negatively impact any right, title or interest of an Indemnitee or obligate an Indemnitee other obligations or burdens on than the obligation to pay any Losses for which the Indemnitor is obligated to indemnify the Indemnitee. The Indemnitor will not be liable for the settlement of an Indemnified Action by an Indemnitee shall reasonably cooperate with the Indemnitor at without the Indemnitor’s expense prior written consent unless the Indemnitor breaches its duty to defend hereunder regarding such Indemnified Action. If any Indemnified Action against the Indemnitees involves Losses subject to indemnity hereunder as well as other Losses, the Indemnitor shall nonetheless be fully responsible for defending, indemnifying and holding the Indemnitees harmless to the extent of those Losses that are subject to indemnity hereunder and shall make available provide reasonable cooperation to the Indemnitor all pertinent information under Indemnitees’ counsel with respect to such other Losses asserted in the control of the Indemnitee, which information shall be subject to Article 11same Action.

Indemnification Procedure. A The obligation of each party as indemnitor under this Lease is conditioned upon indemnitor receiving from indemnitee prompt notice of the assertion or institution of a claim for indemnification or of the occurrence of an event which indemnitee reasonably believes could lead to which indemnification applies under Section 12.1 shall be the assertion of such a claim (such claims and events being collectively referred to herein as an a “Indemnification Claim”). If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor Upon written unqualified acknowledgment of its indemnification obligation with respect to a Claim, indemnitor shall have the absolute right, in its sole discretion and expense, to elect to defend, contest, settle or otherwise protect against any such Claim with legal counsel of its own selection. Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. Indemnitee shall cooperate in all reasonable ways with, make its relevant files and records available for inspection and coping by, and make its employees available or otherwise render reasonable assistance to, indemnitor in defense of any action being indemnified under this Agreement except Lease. If indemnitee, without the written consent of indemnitor, makes any settlement with respect to any Claim, indemnitor shall not be bound to such settlement. If indemnitor fails timely to defend, contest or otherwise protect against the same and only to may make any compromise or settlement thereof and recover and be indemnified for the extent that the Indemnitor is actually prejudiced entire cost thereof from indemnitor including, without limitation, legal expenses, disbursements and all amounts paid as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteesuit, providedaction, howeverinvestigation, that an Indemnitee shall have the right to retain its own counselclaim, with the fees and expenses to be paid by the Indemniteeproceeding, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual cross-claim or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle counterclaim or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11thereof.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If BCCA becomes aware of any written Claim against any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification indemnified under this Article 1214 (in this section, an “Indemnified Person”) for which it reasonably believes that Celator may be required to indemnify such Person, BCCA shall, as soon as reasonably practicable after forming such belief, give notice of the Indemnitee shall notify Claim to Celator, including full particulars of the Party subject Claim to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedextent known, provided, however, that the failure by an Indemnitee to give such timely notice to the Celator as contemplated hereby shall not relieve Indemnitor of its indemnification obligation release Celator from any liability to indemnify any Persons indemnified under this Agreement except Article 14, and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor following shall apply: (a) Celator shall have the right right, by prompt notice to the Indemnified Person, to assume and control the defense defence of the Indemnification Claim at its own expense with counsel selected reasonably satisfactory to the Indemnified Person, and at the cost of Celator; (b) if Celator does not so assume the defence of the Claim, the Indemnified Person may assume the defence with counsel of its choice at the sole expense of Celator; (c) if Celator assumes the defence of the Claim, the Indemnified Person may participate therein through counsel of its choice, but the cost of such counsel shall be borne solely by the Indemnitor and reasonably acceptable Indemnified Person; (d) any party not assuming the defence of any such Claim shall render all reasonable assistance to the Indemniteeparty assuming the defence, and all out-of-pocket costs of this assistance shall be borne solely by Celator; and (e) no Claim shall be settled other than by the party defending the Claim, and then only with the consent of the other party, which shall not be unreasonably withheld, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but Indemnified Person shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification consent to any settlement of any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect imposes on the Indemnitee’s interests (including Indemnified Person any rights under this Agreement liability or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, obligation which consent, in each case, shall cannot be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense assumed and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11performed in full by Celator.

Indemnification Procedure. A claim Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 10.1 or Section 10.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which indemnification applies under Section 12.1 shall not be referred to herein as an “Indemnification Claim”unreasonably withheld or delayed. If any Person the Indemnitor fails or Persons (collectively, refuses to assume control of the “Indemnitee”) intends to claim indemnification under this Article 12defense of such Action, the Indemnitee shall notify have the Party subject right, but no obligation, to defend against such Action, including settling such Action after giving notice to the indemnification obligation (Indemnitor, in each case in such manner and on such terms as the “Indemnitor”) in writing promptly upon becoming aware of Indemnitee may deem appropriate. The Indemnitee's failure to perform any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall obligations under this Section 10.3 will not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 10, except and only to the extent that the Indemnitor is actually can demonstrate that it has been prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11failure.

Indemnification Procedure. A claim (A) If at any time a Landlord Liability Claim is made or threatened against a Tenant Indemnitee, or a Tenant Liability Claim is made or threatened against a Landlord Indemnitee, then the Person entitled to which indemnification applies indemnity under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons this Article 30 (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject give to the indemnification obligation other party (the “Indemnitor”) in writing promptly upon becoming aware notice of any claim that such Landlord Liability Claim or such Tenant Liability Claim, as the case may be an Indemnification Claim (it being understood and agreedthe “Claim”); provided, however, that the Indemnitee’s failure by an Indemnitee to give provide such notice shall not relieve Indemnitor of its indemnification obligation under impair the Indemnitee’s rights to indemnity as provided in this Agreement Article 30 except and only to the extent that the Indemnitor is actually prejudiced as a result of materially thereby. Such notice shall state the basis for the Claim and the amount thereof (to the extent such amount is determinable at the time that such notice is given). (B) The Indemnitor shall have the right to defend against the Claim using attorneys that the Indemnitor reasonably selects (it being understood that the attorneys designated by the Indemnitor’s insurer shall be deemed approved by the Indemnitee for purposes hereof). The Indemnitor’s failure to give noticenotify the Indemnitee of the Indemnitor’s election to defend against the Claim within thirty (30) days after the Indemnitee gives such notice to the Indemnitor shall be deemed a waiver by the Indemnitor of its aforesaid right to defend against the Claim. (C) Subject to the terms of this Section 30.3(C), if the Indemnitor elects to defend against the Claim pursuant to Section 30.3(B) hereof, then the Indemnitee may participate, at the Indemnitee’s expense, in defending against the Claim. The Indemnitor shall have the right to assume and control the defense against the Claim (and, accordingly, the Indemnitee shall cause its counsel to act accordingly). If there exists a conflict between the interests of the Indemnification Indemnitor and the interests of the Indemnitee, then the Indemnitor shall pay the reasonable fees and disbursements of any counsel that the Indemnitee retains in so participating in the defense against the Claim. (D) If the Claim at its own expense is a Tenant Liability Claim, then Landlord shall cooperate reasonably with counsel selected Tenant in connection therewith. If the Claim is a Landlord Liability Claim, then Tenant shall cooperate reasonably with Landlord in connection therewith. (E) The Indemnitor shall not consent to the entry of any judgment or award regarding the Claim, or enter into any settlement regarding the Claim, except in either case with the prior approval of the Indemnitee (any such entry of any judgment or award regarding a Claim to which the Indemnitor consents, or any such settlement regarding a claim to which the Indemnitor agrees, being referred to herein as a “Settlement”). The Indemnitee shall not unreasonably withhold, condition or delay the Indemnitee’s approval of a proposed Settlement, provided that the Indemnitor pays, in cash, to the Person making the Claim, the entire amount of the Settlement contemporaneously with the Indemnitee’s approval thereof (so that neither the Indemnitor nor the Indemnitee have any material obligations regarding the applicable Claim that remain executory from and after the consummation of the Settlement). If (x) the terms of the Settlement do not provide for the Indemnitor’s making payment, in cash, to the Person making the Claim, the entire amount of the Settlement contemporaneously with the Indemnitee’s approval thereof, and (y) the Indemnitee does not approve the proposed Settlement, then the Indemnitor’s aggregate liability under this Article 30 for the Claim (including, without limitation, the costs incurred by the Indemnitor for legal costs and reasonably acceptable other costs of defense) shall not exceed an amount equal to the Indemniteesum of (i) the aggregate legal costs and defense costs that the Indemnitor incurred to the date that the Indemnitor proposes such Settlement, provided, however, (ii) the amount that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due have otherwise paid to actual or potential differing interests between such Indemnitee the Person making the applicable Claim under the terms of the proposed Settlement, and any other party represented by such counsel (iii) the aggregate legal costs and defense costs that the Indemnitor would have reasonably expected to incur in such proceedings. consummating the proposed Settlement. (F) If the Indemnitor does not assume elect to defend against the defense of the Indemnification Claim as aforesaidcontemplated by this Section 30.3, then the Indemnitee may defend against, or settle, such claim, action or proceeding in any manner that the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitordeems appropriate, and the Indemnitor shall not settle or compromise be liable for the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to extent provided in this Article 1130.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) party that intends to claim indemnification under this Article 12, Section 12.2 (the Indemnitee shall "Indemnitee") shall: (i) promptly notify the Party subject to the indemnification obligation indemnifying party (the “"Indemnitor”") in writing promptly upon becoming aware of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim that may be an Indemnification Claim such indemnification hereunder; (it being understood and agreedii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have reserves the right to assume and retain its own counsel to defend itself in, but not control the defense of the Indemnification Claim of, such suit, at its own expense with counsel selected by expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and reasonably acceptable to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, providedin which case, howeverthe Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, that an at the Indemnitor's request and expense, with reasonable assistance and full information with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 12.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 12.2 and the Indemnitee shall have the right to retain participate in any such claim, suit or proceeding with counsel of its choosing at its own counselexpense, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle have the sole right to control the defense or compromise the Indemnification Claim settlement thereof in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate accordance with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control terms of the Indemnitee, which information shall be subject to Article 11this Section 12.2(c).

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim party seeking indemnification under this Article 12, Section 11.3 (the Indemnitee shall "Indemnitee") shall: promptly notify the Party subject to the indemnification obligation indemnifying party (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedin respect of which the Indemnitee claims such indemnification hereunder, provided however, that the failure by an Indemnitee to give given such notice shall not relieve the Indemnitor of if its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually materially prejudiced by such failure. Further the Indeminitee shall provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as a result to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee. In the event the Indemnitor and/or its retained counsel fail to promptly provide such failure defense, or, having commenced such defense, fail to give notice). The Indemnitor diligently proceed with such defense, the Indemnitee shall have the right to assume and control the defense of the Indemnification Claim at any such matter through legal counsel of its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, choosing and the Indemnitor shall not settle be liable for the attorneys' fees and litigation expenses. Neither the Indemnitor nor the Indemnitee shall be responsible to or compromise bound by any settlement made by the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), other without the its prior written consent of the Indemniteeconsent, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitor shall keep the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control informed of the Indemniteeprogress of any claim, which information shall be subject to Article 11suit or action under this Section 11.3.

Indemnification Procedure. A (a) Whenever any claim to which shall arise for indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons hereunder (collectivelya "CLAIM"), the “Indemnitee”party entitled to indemnification (the "INDEMNITEE") intends shall promptly give written notice to claim indemnification under this Article 12, the party obligated to provide indemnity (the "INDEMNITOR") with respect to the Claim after the receipt by the Indemnitee shall notify of reliable information of the Party subject to facts constituting the indemnification obligation (basis for the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate (at its sole expense) in any such investigation, trial, defense and any appeal arising in connection with the Claim. Notwithstanding the foregoing, if both the Indemnitor and the Indemnitee are named parties in any action or proceeding and the Indemnitee shall have concluded in its reasonable judgment, based upon an opinion of counsel, that there may be one or more legal defenses available to it that are materially different from or in addition to those available to the Indemnitor, and if the Indemnitee reasonably believes based upon an opinion of counsel that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued in such action or proceeding, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including the reasonable fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). It is understood that the Indemnitor shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnitees. If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control elect to settle any claim for monetary damages only without the defense Indemnitee's consent, if the settlement includes a complete release of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitor may not admit any liability of the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control or waive any of the Indemnitee, which information shall be subject to Article 11.'s rights without the Indemnitee's prior

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”a) intends to claim To obtain indemnification under this Article 12Agreement, Indemnitee shall submit to the Chief Financial Officer of the Company (or to such other officer as may be designated by the Board) a written request, including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Such officer of the Company shall, promptly on receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) On written request by Indemnitee for indemnification pursuant to section 9(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case by the person or persons or in the manner provided in clause (ii) or (iii) of this section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Board, by the shareholders of the Company; or (iii) as provided in section 10(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity on reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to section 9(b), the Independent Counsel shall be selected as provided in this section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall notify request that such selection be made by the Party Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel, unless and until a court shall have determined that such objection is without merit. If, within twenty days after submission by Indemnitee of a written request for indemnification pursuant to section 9(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under section 9(b). The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to section 9(b), and the Company shall pay all reasonable fees and Expenses incident to the procedures of this section 9(c), regardless of the manner in which such Independent Counsel is selected or appointed. On the due commencement of any judicial proceeding or arbitration pursuant to section 11(a)(iii), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware applicable standards of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give noticeprofessional conduct then prevailing). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim As a condition to which the indemnification applies under Section 12.1 shall be referred to herein this Agreement, an indemnified entity (UNIVERSITY or CARDIFF Indemnitee, Licensee or a Sublicensee as applicable — each being an “Indemnification Claim”. If any Person or Persons (collectively, the “IndemniteeIndemnified Entity”) that intends to claim indemnification under this Article 128 shall promptly notify Licensee and Sublicensees or UNIVERSITY or CARDIFF, the Indemnitee shall notify the Party subject to the indemnification obligation as applicable (such indemnifying entity, the “Indemnitor”) in writing promptly upon becoming aware of any liability or action in respect of which the Indemnified Entity intends to claim that may be an Indemnification Claim (it being understood such indemnification, and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, Indemnitor; provided, however, that an Indemnitee Indemnified Entity shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soIndemnified Entity. The Indemnitee indemnity obligations under this Article 8 shall not settle apply to amounts paid in settlement of any loss, claim, damage, liability, or compromise the Indemnification Claim action if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, to the extent such failure substantially impairs Indemnitor’s ability to defend such action, shall reasonably relieve such Indemnitor of any such liability to the Indemnified Entity with regard to such action under this Article 8. The Indemnified Entity, its employees, and agents, shall cooperate fully with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemniteeany action, which information shall be subject to Article 11claim, or liability covered by this indemnification.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons a Party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12hereunder, the Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, demand, action, or other proceeding for which the Indemnitee intends to claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)indemnification. The Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, Indemnitor; provided, however, that an the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the counsel at Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so’s own expense. The Indemnitee indemnity obligations under Section 9.3 shall not settle apply to amounts paid in settlement of any claim, demand, action or compromise the Indemnification Claim other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, and which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, only to the extent actually prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under Section 9.3 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not relieve it of any liability that it may have to the Indemnitee otherwise than under Section 9.3. The Indemnitor may not settle or compromise the Indemnification Claim otherwise consent to an adverse judgment in any manner which would have an adverse effect on such claim, demand, action or other proceeding, that diminishes the Indemnitee’s rights or interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), Indemnitee without the prior express written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee Indemnitee, its Affiliates, and all of their employees and agents, shall reasonably cooperate with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available investigation of any claim, demand, action or other proceeding covered by this Section 9.4. If the Parties cannot in good faith agree as to the Indemnitor all pertinent information under application of Section 9.3’s subsections to any particular Claim, then each Party may the control conduct its own defense [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. of such Claim and reserves the right to claim indemnification (to the extent provided for in Section 9.3) from the other Party upon resolution of the Indemnitee, which information shall be subject to Article 11underlying Claim.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 8.6(a) or 8.6(b) shall be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 8.6, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11Section 7.1.

Indemnification Procedure. A Except as otherwise provided in Section 5.03(c) with respect to Taxes (which, for this purpose, shall include any claim with respect to any Excluded Liability which is with respect to Taxes), for the purposes of administering the indemnification applies under provisions of this Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively5.04, the “Indemnitee”following procedures shall apply from and after the Closing Date: (i) intends Any Person claiming indemnification pursuant to claim indemnification under this Article 12, the Indemnitee Agreement shall promptly notify the Party subject to the indemnification obligation (the “Indemnitor”) Indemnitor in writing promptly upon becoming aware of the occurrence of any claim event that such Person asserts is or may be an Indemnification Claim Event and shall describe in reasonable detail the facts, events and circumstances relating to the subject matter of such claim and the amount (it being understood and agreedif reasonably calculable) of the Losses in connection therewith; provided, however, that the any delay or failure by an Indemnitee the 106 indemnified Person to give such notice to any Indemnitor as required by this Section 5.04 shall not relieve the Indemnitor of its indemnification obligation under this Agreement obligations hereunder except and only to the extent extent, if at all, that the Indemnitor is actually materially and adversely prejudiced as a result by reason of such failure delay or failure. (ii) Except as otherwise set forth in this Section 5.04, if such Indemnification Event involves the claim of any third party, the Indemnitor shall be entitled to give notice)participate in and, to the extent it shall wish, assume control over (in which case the Indemnitor shall assume all expenses with respect to) the defense, settlement, adjustment or compromise of such claim if, in the case of assuming control, it shall provide the indemnified Persons with a written acknowledgement of its liability for indemnity against Losses relating to such Indemnification Event. The Notwithstanding the foregoing, pursuant to the terms of Section 5.04(i)(vi) hereof, the Purchaser shall have the sole right, with counsel of its choice, to elect to defend, settle or otherwise dispose of any action, claim or proceeding that constitutes a Non-Assumable Claim (any such action, claim or proceeding, a "Retained Claim") and Seller shall not be entitled to assume the defense thereof. If the Indemnitor assumes the defense, settlement, adjustment or compromise of any Indemnification Event, it shall pursue such defense, settlement, adjustment or compromise diligently and in good faith and the indemnified Person (and its counsel) shall be entitled to continue to participate at its own cost (except as provided below) in any such Action or in any negotiations or proceedings to settle or otherwise eliminate any claim for which indemnification is being sought. An indemnified Person shall have the right to assume employ separate counsel in any Action and control to participate in the defense thereof at the expense of the Indemnitor (A) if the retention of such counsel has been specifically authorized by the Indemnitor, (B) if the counsel is retained because the Indemnitor does not notify the indemnified Person within 20 Business Days after its receipt of a claim notice that the Indemnitor has elected to undertake the defense thereof, or (C) to the extent such participation relates to a claim or defense as to which the Indemnitor may have a conflict of interest. (iii) The Indemnitor shall obtain the prior written approval of the indemnified Person(s) (which approval shall not be unreasonably withheld) before entering into any settlement, adjustment, or compromise with respect to an Indemnification Claim at its own expense with counsel selected Event that provides for any relief other than (A) the payment of monetary Losses by the Indemnitor and reasonably acceptable to (B) a full and unconditional release of the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. indemnified Person(s). (iv) (A) If the Indemnitor does not assume control over the defense of the Indemnification Claim an Action or claim as aforesaidprovided in Section 5.04(i)(ii) within 20 Business Days of receipt of notice thereof, the Indemnitee may defend the Indemnification Claim but indemnified Person shall have no obligation the right to do so. The Indemnitee defend such Action or claim in such manner as it may deem appropriate; provided, however, that such indemnified Person shall not settle or compromise the Indemnification Claim without obtain the prior written consent approval of the IndemnitorIndemnitor before entering into any settlement, and the Indemnitor shall not settle adjustment or compromise the Indemnification Claim in any manner with respect to such Action or claim (which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, approval shall not be unreasonably withheld107 withheld or delayed) other than a settlement, delayed or conditioned if the settlement adjustment or compromise would impose no financial or other obligations or burdens on that provides for (1) the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available payment of monetary Losses by indemnified Person(s) without recourse to the Indemnitor all pertinent information under the control and (2) a full and unconditional release of the Indemnitee, which information shall be subject to Article 11Indemnitor. The indemnified Party must pursue the defense or settlement of any such claims diligently and in good faith.

Indemnification Procedure. A (a) Whenever any claim to which shall arise for indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons hereunder (collectivelya "CLAIM"), the “Indemnitee”party entitled to indemnification (the "INDEMNITEE") intends shall promptly give written notice to claim indemnification under this Article 12, the party obligated to provide indemnity (the "INDEMNITOR") with respect to the Claim after the receipt by the Indemnitee shall notify of reliable information of the Party subject to facts constituting the indemnification obligation (basis for the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such failure Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to give notice)all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to assume and control elect to settle any claim for monetary damages only without the defense Indemnitee's consent, if the settlement includes a complete release of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor settlement does not assume include such a release, it will be subject to the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, delayed which will not be unreasonably withheld. If the subject of any Claim results in a judgment or conditioned settlement, the Indemnitor shall promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 5.4(b), or if the settlement Indemnitor fails diligently to prosecute such defense, or compromise would impose no financial or other obligations or burdens on if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall cooperate with the Indemnitee and its counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee shall reasonably cooperate maintain confidentiality with respect to all such information consistent with the Indemnitor at the Indemnitor’s expense and shall make available to conduct of a defense hereunder. (d) The obligation of the Indemnitor all pertinent information to indemnify the Indemnitee against Losses arising under the control of the Indemnitee, which information this Agreement shall be subject in addition to Article 11any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons a Party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Section 8, the Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, demand, action, or other proceeding for which the Indemnitee intends to claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)indemnification. The Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, Indemnitor; provided, however, that an the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the counsel at Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so’s own expense. The Indemnitee indemnity obligations under this Article 8 shall not settle apply to amounts paid in settlement of any claim, demand, action or compromise the Indemnification Claim other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, and which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, only to the extent actually prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 8 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or compromise the Indemnification Claim otherwise consent to an adverse judgment in any manner which would have an adverse effect on such claim, demand, action or other proceeding, that diminishes the Indemnitee’s rights or interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), Indemnitee without the prior express written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee Indemnitee, its Affiliates, and all of their employees and agents, shall reasonably cooperate with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available investigation of any claim, demand, action or other proceeding covered by this Section 8. If the Parties cannot in good faith agree as to the Indemnitor all pertinent information under application of Section 8.2 to any particular Claim, then each Party may the control conduct its own defense of such Claim and reserves the right to claim indemnification (to the extent provided for in Section 8.2) from the other Party upon resolution of the Indemnitee, which information shall be subject to Article 11underlying Claim.

Indemnification Procedure. A claim As a condition to which the indemnification applies under Section 12.1 shall be referred to herein this Agreement, an indemnified entity (UNIVERSITY, KUL or a CARDIFF Indemnitee, Licensee or a Sublicensee as applicable — each being an “Indemnification Claim”. If any Person or Persons (collectively, the “IndemniteeIndemnified Entity”) that intends to claim indemnification under this Article 128 shall promptly notify Licensee and Sublicensees or UNIVERSITY or KUL or CARDIFF, the Indemnitee shall notify the Party subject to the indemnification obligation as applicable (such indemnifying entity, the “Indemnitor”) in writing promptly upon becoming aware of any liability or action in respect of which the Indemnified Entity intends to claim that may be an Indemnification Claim (it being understood such indemnification, and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume and control the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, Indemnitor; provided, however, that an Indemnitee Indemnified Entity shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soIndemnified Entity. The Indemnitee indemnity obligations under this Article 8 shall not settle apply to amounts paid in settlement of any loss, claim, damage, liability, or compromise the Indemnification Claim action if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, to the extent such failure substantially impairs Indemnitor’s ability to defend such action, shall reasonably relieve such Indemnitor of any such liability to the Indemnified Entity with regard to such action under this Article 8. The Indemnified Entity, its employees, and agents, shall cooperate fully with the Indemnitor at and its legal representatives in the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemniteeany action, which information shall be subject to Article 11claim, or liability covered by this indemnification.

Indemnification Procedure. A claim to which indemnification applies (a) Within sixty (60) days after the party indemnified under Section 12.1 shall 9.1 or Section 9.2 (the "Indemnified Party") receives written notice of the commencement of any claim, suit, action, proceeding or other matter in respect of which indemnity may be referred to herein sought under Section 9.1 or Section 9.2, or within such lesser time as an “Indemnification Claim”. If any Person may be provided by law for the defense of such claim, suit, action, proceeding or Persons (collectivelyother matter, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee Indemnified Party shall notify the Party subject to the indemnification obligation indemnifying party (the “"Indemnitor”"). (b) in writing promptly If any claim, suit, action, proceeding or other matter shall be brought against any Indemnified Party, the Indemnitor shall, upon becoming aware written notice given within a reasonable time following receipt by the Indemnitor of any claim that may such notice from the Indemnified Party, be an Indemnification Claim (it being understood and agreedentitled to assume the defense of such claim, suit, action, proceeding or other matter with counsel chosen by the Indemnitor; provided, however, that the failure by an Indemnitee Indemnified Party may retain separate counsel at its own expense to give participate in such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to defense. (c) Notwithstanding the extent that foregoing, the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor Indemnified Party shall have the right to assume employ separate counsel at Indemnitor's expense and to control the its own defense of any claim, suit, action, proceeding or other matter if, in the Indemnification Claim at its own expense with reasonable opinion of counsel selected by to the Indemnified Party that: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnitor and reasonably acceptable to which could not be adequately advanced by counsel chosen by the Indemnitee, providedIndemnitor; or (ii) a conflict or potential conflict exists between the Indemnitor and the Indemnified Party that would make separate representation advisable. Provided, however, that an Indemnitee in no event shall have the right Indemnitor be required to retain its own counsel, with the pay fees and expenses to be paid by the Indemniteefor more than one (1) firm of attorneys in any jurisdiction in any one claim, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual suit, proceeding or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. matter. (d) The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights be liable under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), Article IX for any settlement effected without the prior written Indemnitor's consent of the Indemniteeany claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this Article IX, which consent, in each case, consent shall not be unreasonably unreasonable withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 10.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights OncoMed Intellectual Property, or BMS Know-HowConfidential Information or Patent or other rights licensed to OncoMed by BSP hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 119.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If An Indemnified Party will promptly provide Licensee with written notice of any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification Liability that is indemnifiable under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed11; provided, however, that the failure by an Indemnitee to give such notice so notify shall not relieve Indemnitor Licensee of its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually prejudiced of any material prejudice to Licensee as a direct result of such failure failure. Except as otherwise provided in this Section 11.2, Licensor shall control such defense and all negotiations relative to give notice)the settlement of any indemnifiable claim or action, except that Licensor shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that concedes any fault or wrongdoing on the part of Licensee, without Licensee’s prior written consent. The Indemnitor If Licensor so directs in writing, Licensee shall have control such defense and all negotiations relative to the right settlement of any indemnifiable claim or action, except that Licensee shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that grants any rights to the Licensed Patents, Software, Know-How or Licensed Products, or that concedes any fault or wrongdoing on the part of Licensor, without Licensor’s prior written consent. If, after receipt of written direction from Licensor, Licensee fails or declines to assume the defense against any claim or action within thirty (30) days after notice thereof, then Licensor may assume and control the defense of such claim or action for the Indemnification Claim account and at its own expense with counsel selected by the Indemnitor risk of Licensee, and reasonably acceptable any Liabilities related to such claim or action will be conclusively deemed a liability of Licensee. The indemnification rights of the Indemnitee, provided, however, Indemnified Parties under this Article 11 are in addition to all other rights that an Indemnitee shall Indemnified Party may have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consentat law, in each case, shall not be unreasonably withheld, delayed equity or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteeotherwise. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.​

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectivelya) Upon obtaining knowledge thereof, the “party to be indemnified hereunder (the Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall promptly notify the Party subject to the indemnification obligation indemnifying party hereunder (the “Indemnitor”) in writing promptly upon becoming aware of any Claim which the Indemnitee has determined has given or could give rise to a claim that may be an Indemnification Claim for which indemnification rights are granted hereunder (it being understood and agreedsuch written notice referred to as the Notice of Claim); provided, however, that the failure by an Indemnitee to give such notice giving of a Notice of Claim shall not relieve be a condition precedent to any liability of the Indemnitor of its under the provisions for indemnification obligation under contained in this Agreement except Agreement, unless (and only to the extent that the Indemnitor is actually prejudiced as a result of such that) failure to give notice)such notice materially prejudices the rights of the Indemnitor with respect to the applicable matter. The Indemnitor Notice of Claim shall have specify, in all reasonable detail, the nature and estimated amount of any such claim giving rise to a right of indemnification to assume the extent then known. (b) With respect to any matter set forth in a Notice of Claim relating to a third party claim, the Indemnitee may compromise or defend, at the Indemnitor's expense, and control by the defense Indemnitee's own counsel (which counsel shall be subject to the Indemnitor's reasonable approval), any such matter involving the asserted liability of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain Indemnitor may, in its own counselsole discretion, with the fees participate in such defense at such Indemnitor's expense and expenses to (b) no compromise or settlement thereof may be paid effected by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written Indemnitor's consent of the Indemnitor, and the Indemnitor (which shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall event not be unreasonably withheld). In any event, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information the Indemnitor and the Indemnitee's counsel (and, if applicable, the Indemnitor's counsel) shall be subject to Article 11cooperate in good faith in the compromise of, or the defense against, any such asserted liability.

Indemnification Procedure. A claim Except as otherwise provided in Article 6 with respect to which Taxes, for the purposes of administering the indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectivelyprovisions of this Article 7, the “Indemnitee”following procedures shall apply from and after the Closing Date: (a) intends to claim indemnification under this Article 12, the Indemnitee An indemnified party shall notify the Party subject to the indemnification obligation (the “Indemnitor”) Indemnitor of any Indemnification Event in writing promptly upon becoming aware within 30 days following the receipt of notice of the commencement of any action or proceeding or within 60 days of (A) the assertion of any claim that may be against such indemnified party or (B) the discovery by such indemnified party of any loss giving rise to indemnity pursuant to this Article 7 (any 30 or 60 day notification requirement shall begin to run, in the case of a claim which is amended so as to give rise to an Indemnification Claim (it Event, from the first day such claim is amended to include any claim which is an Indemnification Event hereunder), unless a shorter period is required in order to avoid a default order being understood and agreedentered, howeverin which event such shorter time period will be applicable, that such notice to describe in reasonable detail the basis of such Indemnification Event. The failure by an Indemnitee to give such notice as required by this Section 7.3 in a timely fashion shall not relieve Indemnitor result in a waiver of its any right to indemnification obligation under this Agreement hereunder except and only to the extent that the Indemnitor Indemnitor's ability to defend against the event with respect to which indemnification is actually prejudiced as a result sought is adversely affected by the failure of such failure the indemnified party to give notice). The notice in a timely fashion as required by this Section 7.3, it being understood however that the Indemnitor shall have no obligation to seek to set aside any default judgment that may be entered due solely to the right failure of the indemnified party to deliver timely notice of claim to the Indemnitor as required by this Section. (b) If any action or proceeding referred to in this Article is brought against an indemnified party, and it gives appropriate notice to the Indemnitor of the commencement of such action or proceeding, the Indemnitor will be entitled to participate in such action or proceeding and, to the extent that it wishes (unless the Indemnitor is also a party to such action or proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume and control the defense of such action or proceeding with counsel reasonably satisfactory to the indemnified party. If notice is given to an Indemnitor of the commencement of any action or proceeding and the Indemnitor does not, within fifteen days after the Indemnitor's notice is given, give notice to the indemnified party of its election to assume the defense of such action or proceeding then the indemnified party may assume the defense of such action or proceeding, but the indemnified party will not settle or compromise the claim, action or proceeding without the consent or agreement of the Indemnitor, which consent or agreement will not be unreasonably withheld or delayed. Any party which assumes the defense of such claim, proceeding or action shall pursue such defense, settlement and negotiations in good faith. (c) In cases where the Indemnitor has assumed the defense or settlement with respect to an Indemnification Claim Event, the Indemnitor shall be entitled to assume the defense or settlement thereof with counsel of its own choosing, provided that: (A) the indemnified party (and its counsel) shall be entitled to continue to participate at its own expense cost (except as provided below) in any such action or proceeding or in any negotiations or proceedings to settle or otherwise eliminate any claim for which indemnification is being sought; (B) the Indemnitor shall not be entitled to settle or compromise any such action, proceeding or claim without the consent or agreement of the indemnified party (which consent will not be unreasonably withheld or delayed), provided, that if and only if such consent is withheld, the Indemnitor's liability shall be limited to the amount for which the Indemnitor agreed with counsel selected the claimant to settle and the Indemnitor shall remain responsible for its costs and attorneys' fees to the date such settlement was rejected by the indemnified party and the indemnified party shall be responsible for the costs and attorneys' fees in respect of such claim thereafter; and (C) after written notice by the Indemnitor and reasonably acceptable to the Indemniteeindemnified party of its election to assume control of the defense of any claim, the Indemnitor shall not be liable to such indemnified party hereunder for any attorneys' fees and disbursements subsequently incurred by such indemnified party in connection therewith (except as provided below). (d) In the event indemnification is requested, the relevant Indemnitor, its representatives and agents shall have access to the premises, books and records of the indemnified party or parties seeking such indemnification and their Affiliates to the extent reasonably necessary to assist it in defending or settling any action, proceeding or claim; provided, however, that an Indemnitee such access shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the indemnified party or parties. Except as reasonably necessary to assist the Indemnitor in defending or settling such action, proceeding or claim, the indemnified party shall cooperate with the Indemnitor in such defense, but not be required to disclose any information with respect to itself or any of its Affiliates (or former Affiliates), and the indemnified party shall not be required to participate in the defense of any claim to be indemnified hereunder (except as otherwise expressly set forth herein), unless otherwise required or reasonably necessary in the defense of any claim to be indemnified hereunder. (e) Notwithstanding anything to the contrary in this Article 7, the Indemnitor shall continue to pay the attorneys' fees and disbursements and other costs each indemnified party may incur (x) relating to such indemnified party's participation in any Indemnification Event (whether or not the Indemnitor shall have assumed the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation defense of such Indemnitee by Indemnification Event) to the counsel retained by extent such participation relates to a claim or defense that the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other indemnified party represented by such counsel in such proceedings. If has that the Indemnitor does not assume the have, or relates to a claim or defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and which the Indemnitor shall not settle may have a conflict of interest, or compromise the Indemnification Claim (y) relating to discovery against or testimony of such indemnified party and for participation of such indemnified party's own counsel in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense such discovery and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11testimony.

Indemnification Procedure. A claim (a) In the event that any Person entitled to indemnification hereunder shall sustain or incur any Damages in respect of which indemnification may be sought by such Person pursuant to this Article X (other than indemnification in respect of Taxes, contests relating to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any governed by Section 6.8), the Person or Persons seeking such indemnification (collectively, the “Indemnitee”) intends shall assert a claim for indemnification (“Indemnification Claim”) by giving prompt written notice thereof (the “Notice”) to claim indemnification under this Article 12the party (i.e., the Indemnitee shall notify Seller or the Party subject to the Buyer) providing indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided that failure of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure failure. In the case of an Indemnification Claim by an Indemnified Buyer Party, such Person shall also provide a copy of the Notice to give notice)the Escrow Agent. The Indemnitor Notice shall have set forth with reasonable particularity the right to assume and control the defense of basis for the Indemnification Claim at its own expense with counsel selected and, if estimable, the Indemnitee’s good faith estimate of Damages as the case may be resulting from such Indemnification Claim. Any dispute relating to an Indemnification Claim shall be resolved by (i) the mutual agreement of the Indemnitor and the Indemnitee, (ii) binding arbitration, if arbitration is agreed to in writing by the Indemnitor and reasonably acceptable to the Indemnitee, providedor (iii) a final order, however, that an Indemnitee shall have decree or judgment of a court of competent jurisdiction (the right to retain its own counsel, with the fees time for appeal having expired and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsno appeal having been perfected). If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the No Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any claim or consent to the Indemnification Claim entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the IndemnitorIndemnitor (which consent shall not be unreasonably withheld, and delayed or conditioned), unless (i) the Indemnitor shall not settle fails to assume and maintain the defense of such claim pursuant to this Section 10.5(a) and (ii) such settlement, compromise or compromise the Indemnification Claim in any manner which would have consent includes an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability unconditional release of the BMS Patents Rights or BMS Know-How)Indemnitor and its officers, directors, employees and Affiliates from all liability arising out of such claim. An Indemnitor may not, without the prior written consent of the Indemnitee, settle or compromise any claim or consent to the entry of any judgment with respect to which consentindemnification is being sought hereunder unless (A) such settlement, compromise or consent includes an unconditional release of the Indemnitee and its officers, directors, employees and Affiliates from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee, (C) does not involve a Governmental Authority, and (D) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. (b) In case any claim, action or proceeding is brought against any Indemnitee or in respect of any Special Indemnity Matter (a “Third Party Claim”), the Indemnitor shall be entitled to assume the defense thereof, by written notice to the Indemnitee of its intention to do so within thirty (30) days after receipt of the Notice, with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s own expense. Notwithstanding the assumption by the Indemnitor of the defense of any Third Party Claim as provided in this Section 10.5(b), the Indemnitee shall be permitted to join in the defense of such Claim and to employ counsel at its own expense. (c) If the Indemnitor fails to notify the Indemnitee of its desire to assume the defense of any such Third Party Claim within the prescribed period of time, or shall notify the Indemnitee that it will not assume the defense of any such Third Party Claim, then the Indemnitee may assume the defense of any such Third Party Claim, in each casewhich event it may do so in such manner as it may reasonably deem appropriate, provided that (i) the Indemnitee may not settle the Third Party Claim without the Indemnitor’s consent (which consent shall not be unreasonably withheld, delayed or conditioned if conditioned), and (ii) the settlement or compromise would impose no financial or other obligations or burdens on Indemnitor may participate in such defense at its own expense. (d) Amounts payable by the Indemnitor to the Indemnitee in respect of any Damages for which such party is entitled to indemnification hereunder shall be payable by the Indemnitor as incurred by the Indemnitee, except to the extent that the claim for indemnification is disputed. The Indemnitor and the Indemnitee shall reasonably cooperate provide reasonable cooperation and assistance, and shall cause their Affiliates to provide reasonable cooperation and assistance, to the other and its counsel in connection with the Indemnitor defense or settlement of any Third Party Claim. Any expenses incurred by the Indemnitee or its Affiliates in providing such cooperation and assistance at the Indemnitor’s expense and request shall make available be paid by the Indemnitor to the extent such expenses constitute Damages that the Indemnitor all pertinent information is required to indemnify against under this Article X. (e) The Buyer and the control Seller shall cooperate with one another with respect to resolving any claim or liability with respect to which any party is obligated to indemnify another party hereunder. (f) Notwithstanding anything herein to the contrary, without the written consent of the IndemniteeBuyer, the Seller shall not be entitled to assume the defense of, but may participate in the defense of, any matter (each, a “Prohibited Action”) to the extent that: (i) the matter seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief against the Company or any of its Subsidiaries; or (ii) the matter relates to or arises in connection with any criminal proceeding, action, indictment, allegation, or investigation; provided, however, that in no event shall Buyer settle any Prohibited Action unless Seller has consented thereto in writing (which information consent shall not be subject unreasonably withheld, delayed or conditioned); and further provided that in no event shall any Special Indemnity Matter be or be deemed to Article 11be a Prohibited Action for any purposes hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210, the Indemnitee shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 10.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights OncoMed Intellectual Property, or BMS Know-HowConfidential Information or Patent or other rights licensed to OncoMed by BSP hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 119.

Indemnification Procedure. A 7.3.1 No claim to which for indemnification applies under Section 12.1 hereunder shall be referred valid unless notice of the matter which may give rise to herein as an “Indemnification Claim”. If any Person or Persons such claim is given in writing by the indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the against whom indemnification obligation may be sought (the “Indemnitor”) in writing promptly upon becoming as soon as reasonably practicable after such Indemnitee becomes aware of any claim that may be an Indemnification Claim (it being understood and agreedsuch claim; provided, however, that the failure by an Indemnitee to give such notice notify the Indemnitor shall not relieve it from any liability that it may have to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of its the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification obligation under this Agreement except and only describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent that known and in reasonable detail, relevant details thereof. If the Indemnitor is actually prejudiced fails to give Indemnitee notice of its intention to defend any such Claim as a result provided in this Section within ** Business Days of receiving notice thereof the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor’s expense, and defend, settle or otherwise dispose of such failure Claim with the consent of the Indemnitor, not to give notice)be unreasonably withheld or delayed. ** This portion has been redacted pursuant to a confidential treatment request. 7.3.2 In the event the Indemnitor elects to assume the defense of a Claim, the Indemnitee of the Claim in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, reasonable access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim; provided, however, that (a) the Indemnitee shall have the right fully to participate in such defense at its own expense; (b) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (c) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitee of its right to assert a claim with respect to the responsibility of the Indemnitor with respect to the Claim or Losses in question. The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise any Claim against the Indemnification Indemnitee (that the Indemnitor has defended pursuant to this Section 7.3.2) without the consent of the Indemnitee provided that the terms thereof: **. No Indemnitee shall pay or voluntarily permit the determination of any Losses which is subject to any such Claim without while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11delayed.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “"Indemnification Claim”". If any Person or Persons (collectively, the “"Indemnitee”") intends to claim indemnification under this Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s 's interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS EPIX Patents Rights or BMS EPIX Know-How, or Confidential Information or patent or other rights licensed to EPIX by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s 's expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A If a Party intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person 7.1 or Persons Section 7.2, such Party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedfor indemnification, howeverand, that except as otherwise expressly provided in this Agreement, the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control of the defense of the Indemnification Claim at its own expense with and/or settlement thereof using counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee. However, if the Indemnitee believes (based on the advice of outside counsel) that due to potential conflicts of interest between the Indemnitee and the Indemnitor, representation of such the Indemnitee by the Indemnitor’s counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaidinappropriate, the Indemnitee may defend select separate counsel and the Indemnification Claim but Indemnitor shall have no obligation to do sobe responsible for the costs of such representation of the Indemnitee. Under all other circumstances, the Indemnitee may, in its sole discretion, participate in any such proceeding with separate counsel of its choice, at its own expense. The Indemnitee foregoing indemnity obligation shall not settle or compromise apply to amounts paid by the Indemnification Claim Indemnitee in settlement of any claim if such settlement is effected by the Indemnitee without the prior written consent of the Indemnitor, which consent shall not be withheld unreasonably. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall provide reasonable cooperation to the Indemnitor and its legal representatives in the investigation of and preparation for the defense against any action, claim or liability covered by this indemnification. The Indemnitor shall not settle enter into any settlement or compromise the Indemnification Claim consent to an adverse judgment in any manner which would have an adverse effect such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees and agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior express written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.delayed

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Patent Rights or BMS Know-How)) and shall not admit liability or wrongdoing on the part of either Party or its Affiliates, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Indemnification Procedure. (a) A Claim for indemnification for any matter not involving a third-party Claim may be asserted by written notice to the party from whom indemnification is sought promptly after the party making such claim becomes aware thereof. (b) The following procedures shall apply with respect to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”for third-party Claims. If any Person or Persons party that may choose to seek indemnification pursuant to this Agreement (collectively, the “Indemnitee”) intends receives notice of the commencement of any action or other proceeding in respect of which indemnification or reimbursement may be sought pursuant to claim indemnification under this Article 12Agreement against any other party to this Agreement (the “Indemnitor”), the Indemnitee shall notify the Party subject Indemnitor in writing of such action or proceeding no later than the earlier to occur of (i) thirty (30) days following the receipt of such notice and (ii) 10 days prior to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee date a response to give such notice is required by Law. Except as otherwise provided below, if any such action or other proceeding shall not relieve be brought against any Indemnitee, the Indemnitor shall, upon written notice given to the Indemnitee within twenty (20) days following receipt by the Indemnitor of its indemnification obligation under this Agreement except and only such notice from an Indemnitee, be entitled to assume the extent that negotiation or defense of such action or proceeding with counsel chosen by the Indemnitor is actually prejudiced as a result of and reasonably satisfactory to such failure Indemnitee. Any Indemnitee may at its own expense retain separate counsel to give notice)participate in such defense. The Indemnitor shall not have the right to settle or compromise, or consent to the entry of any judgment in, any pending or threatened Claim that is subject to indemnification hereunder without the Indemnitee’s prior written consent if such settlement includes (i) (subject to the further limitations set forth in the immediately following sentence) any injunction or other equitable remedy in respect of the Indemnitee or its business or (ii) liabilities which would not be fully indemnified pursuant to this Article VI. Notwithstanding the foregoing, the Indemnitor shall not have the right to assume and control the defense of a third-party Claim if (i) such Claim would reasonably be expected to result in criminal proceedings or is based on criminal laws, (ii) such Claim seeks an injunction or other equitable remedy, (iii) such Claim would reasonably be expected to have a material adverse effect on the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to business or financial condition of the Indemnitee, providedor (iv) upon petition by the Indemnitee, howeveran appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim. Notwithstanding the foregoing, that an any Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the employ separate counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and to control its own defense of any third-party Claim if (A) a conflict or potential conflict exists between any Indemnitor and such Indemnitee and the Indemnitee’s counsel has advised it in writing that separate representation advisable as a result thereof, (B) the employment of such counsel shall make available have been authorized in writing by the Indemnitor, or (C) the Indemnitor shall not have employed counsel in the defense of such Claim after ten (10) days’ advance written notice by the Indemnitee. In no event shall the Indemnitor be required to pay fees and expenses under this Article VI for more than one firm of attorneys on behalf of the Indemnitee in any jurisdiction in any one action or proceeding or group of related actions or proceedings. A delay on the part of an Indemnitee in notifying the Indemnitor of any action or other proceeding in respect of which indemnification or reimbursement may be sought under this Article VI, under circumstances that would require such notification pursuant to this Section 6.4, will not relieve the Indemnitor from any obligation under this Article VI unless, and then solely to the extent that, the Indemnitor all pertinent information under is prejudiced thereby. If the control Indemnitor assumes the defense of any third-party Claim, the Indemnitee, which information Indemnitor shall be fully responsible for (i) all Damages resulting from or relating to such Claim, subject to the limitations on indemnification expressly set forth in this Article 11VI, and (ii) all expenses incurred by such Indemnitor in connection with the defense or settlement of such third-party Claim.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 5.4 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) an Indemnitee intends to claim indemnification under this Article 12Section 5.4, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) BMS in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)Claim. The Indemnitor BMS shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the IndemniteeBMS, provided, however, that an the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if Indemnitee determines that representation of such Indemnitee by the counsel retained by the Indemnitor BMS would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but BMS shall have no obligation the right to do so. The Indemnitee shall not settle or compromise any claims for which it is providing indemnification under Section 5.4, provided that the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner Indemnitee (which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if conditioned) shall be required in the event any such settlement or compromise would impose no financial or other obligations or burdens on adversely affect the interests of the Indemnitee. The indemnification obligations of BMS under Section 5.4 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of BMS. The failure to deliver notice to BMS within a reasonable time after the commencement of any action subject to Section 5.4, if materially prejudicial to BMS’ ability to defend such action, shall relieve BMS of any obligation to the Indemnitee under Section 5.4 with respect to Liability relating to or arising from such action. The Indemnitee and its employees and agents, shall reasonably cooperate with BMS and its legal representatives in the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control investigation of the Indemniteeany action, which information shall be subject to Article 11claim or liability covered by this indemnification.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 (a) Whenever any Loss shall be referred to herein as an asserted against or incurred by a Buyer Indemnitee, the Buyer Indemnitee shall give written notice thereof (a “Indemnification Claim”) to Seller. The Buyer Indemnitee shall furnish to the Seller in reasonable detail such information as the Buyer Indemnitee may have with respect to the Claim (including in any case copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject Claim has been provided to the indemnification Seller prior to the lapse of the expiration of the right to make a Claim, then the Seller shall continue to have the obligation (to indemnify until the “Indemnitor”) in writing promptly upon becoming aware resolution of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the such Claim. The failure by an Indemnitee to give such notice shall not relieve Indemnitor the Seller of its indemnification obligation obligations under this Agreement except Agreement. (b) Any controversy involving only Parent, Buyer and only Seller regarding whether a Claim is properly indemnifiable under the terms of this Article 8 shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered through arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in Santa C▇▇▇▇ County, California, unless the parties mutually agree in writing to change the location, before a single neutral arbitrator appointed in the manner prescribed in AAA Commercial Arbitration Rule 13 provided that Parent, Buyer and Seller have attempted to resolve such controversy through negotiations in good faith. Either Parent, Buyer or Seller may seek from any court, interim or provisional, relief that is necessary to protect the rights or property of such Party, pending the appointment of the arbitrator or the arbitrator’s determination of the merits of the controversy. The Parties shall be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure. The fees and expenses of the arbitrators shall be borne equally by Buyer and Seller. Each Party shall be responsible for its own legal fees and expenses for the proceeding. The decision of the arbitrators shall be final and non-appealable. The arbitration award shall be in writing and shall specify the factual and legal bases for the award. Judgment on the award may be entered in any court having jurisdiction. (c) If the Claim is based on a claim of a person that is not a party to this Agreement, the Seller shall, at its expense, undertake the defense of such Claim with attorneys of its own choosing reasonably satisfactory to the extent Buyer Indemnitee provided that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have Seller acknowledges the Buyer Indemnitee’s right to assume and control indemnification for such Claim pursuant to this Agreement. In the event the Seller, within ten (10) business days after receiving notice of a Claim from the Buyer Indemnitee, fails to defend the Claim, the Buyer Indemnitee may, at the Seller’s expense, undertake the defense of the Indemnification Claim at and may compromise or settle the Claim, all for the account of the Seller. After notice from the Seller to the Buyer Indemnitee of its own expense with counsel selected election to assume the defense of such Claim, the Seller shall not be liable to the Buyer Indemnitee under this Section 8.4 for any legal expenses subsequently incurred by the Indemnitor and reasonably acceptable to Buyer Indemnitee in connection with the Indemniteedefense thereof, except for such expenses incurred in connection with cooperation with, or at the request of, the Seller; provided, however, that an the Buyer Indemnitee shall have the right to retain its own engage counsel to represent it if, in the Buyer Indemnitee’s reasonable judgment, based upon the advice of counsel, with it is advisable, in light of the separate interests of the Buyer Indemnitee and the Seller, for the Buyer Indemnitee to be represented by separate counsel, and in that event the reasonable fees and expenses to of such separate counsel shall be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. Seller. (d) The Indemnitee Seller shall not settle or compromise consent to entry of any judgment, except with the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle Buyer Indemnitee (which may be given or compromise the Indemnification Claim withheld in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-Howits sole discretion), without or enter into any settlement, except with the prior written consent of the Buyer Indemnitee, which consent, in each case, such consent shall not be unreasonably withheldwithheld or delayed. In the event the Buyer Indemnitee refuses to consent to the entry of a judgment or a settlement for which the Seller is solely and entirely responsible and has indicated its sole and entire responsibility in writing to the Buyer Indemnitee, delayed or conditioned if following such refusal, the settlement or compromise would impose no financial or other obligations or burdens on liability of the Indemnitee. The Seller to the Buyer Indemnitee shall reasonably cooperate with the Indemnitor will be fixed at the Indemnitor’s expense and shall make available to amount of any money damages provided in the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11proposed judgment or settlement.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons 10.5.1 Each indemnified Party specified above in this Article 10 (collectively, the “Indemnitee”) intends agrees to claim indemnification under this Article 12, give the Indemnitee shall notify the indemnifying Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware prompt written notice of any claim that may be an Indemnification Claim (it being understood Losses or discovery of fact upon which the Indemnitee intends to base a request for indemnification hereunder. Notwithstanding the foregoing, the failure to give timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee to the extent the Indemnitor is not prejudiced thereby. 10.5.2 The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and agreedofficial documents in the Indemnitee’s possession or control which relate to any Losses; provided, however, that if the failure by an Indemnitee to give defends or participates in the defense of any Losses, then the Indemnitor shall also provide such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except papers and only documents to the extent that Indemnitee. The Indemnitee shall cooperate with the Indemnitor is actually prejudiced as a result of such failure to give notice). in providing witnesses and records and other reasonable assistance necessary in the defense against any Losses at Indemnitor’s sole expense. 10.5.3 The Indemnitor shall have the right, by prompt notice to the Indemnitee, to assume direction and control of the defense of any Third Party claim forming the basis of such Losses, with counsel reasonably acceptable to the Indemnitee and at the sole cost of the Indemnitor, so long as (i) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than thirty (30) days after the Indemnitor’s receipt of notice of the Third Party claim giving rise to indemnification hereunder), absent the development of facts that give the Indemnitor the right to assume claim indemnification from the Indemnitee and control (ii) the Indemnitor diligently pursues the defense of the Indemnification Claim at its own expense with counsel selected by claim. 10.5.4 If the Indemnitor and reasonably acceptable to assumes the defense of the claim as provided in Section 10.5.3 above, the Indemnitee may participate in such defense with the Indemnitee, ’s own counsel who shall be retained at the Indemnitee’s sole cost and expense; provided, however, that an neither the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by nor the Indemnitor would be inappropriate due shall consent to actual the entry of any judgment or potential differing interests between such Indemnitee and enter into any other party represented by such counsel in such proceedings. If settlement with respect to the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to any material obligation, including injunctive relief or other relief (or loss of rights hereunder), the Indemnitor shall have the right, upon notice to the Indemnitee within five (5) days of receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the Third Party’s benefit, as shall be established at trial or by settlement, the full amount of the Indemnitor’s obligation under Section 10.1, 10.2, 10.3 or 10.4, as applicable, with respect to such proposed judgment or settlement, including all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to the claim shall cease. 10.5.5 If the Indemnitor does not so assume the defense of such claim, the Indemnitee may conduct such defense with counsel of the Indemnitee’s choice but may not settle such case without the written consent of the Indemnitor, and such consent not to be unreasonably withheld or delayed. 10.5.6 Except to the extent expressly provided for in Section 10.5.5 above, the Indemnitor shall not settle be liable for any settlement or compromise other disposition of a Loss by the Indemnification Claim in any manner Indemnitee which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), is reached without the prior written consent of the IndemniteeIndemnitor, which consent, in each case, shall such consent not to be unreasonably withheldwithheld or delayed. 10.5.7 Except as otherwise provided in this Section 10.5, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The portion of costs and expenses, including reasonable fees and expenses of counsel, incurred by any Indemnitee shall reasonably cooperate under Section 10.5.5 in connection with the Indemnitor at any claim corresponding to the Indemnitor’s expense and obligation under Section 10.1, 10.2, 10.3 or 10.4, as applicable, shall make available be reimbursed on a calendar quarter basis by the Indemnitor, for so long as the Indemnitee controls the defense of the claim, without prejudice to the Indemnitor all pertinent information under the control of Indemnitor’s right to contest the Indemnitee, which information shall be ’s right to indemnification and subject to Article 11refund in the event the Indemnitor is ultimately held not to be obligated to indemnify the Indemnitee.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 11.1 or Section 11.2 shall be referred to herein as an “"Indemnification Claim”". If any Person or Persons (collectively, the “"Indemnitee”") intends to claim indemnification under this Article 1211, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to Indemnitor; provided that, the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counselhave counsel selected by it participate, with at the fees and expenses Indemnitee's expense, in any action for which the Indemnitee seeks to be paid indemnified by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsIndemnitor. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s 's interests (including any rights under this Agreement or the scope or enforceability of the BMS Indemnitee's Patents Rights or BMS Know-HowConfidential Information), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteeconditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s 's expense and shall make available to the Indemnitor all pertinent reasonably requested information under the control of the Indemnitee, which information shall be subject to Article 1110.