Common use of Indemnification Procedure Clause in Contracts

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 (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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 12.2 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 (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 Patents Rights or Know-HowLicensed Intellectual Property), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 10.6(a) or Section 12.2 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 (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 Patents Rights or Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayedwithheld. 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 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 withheld, delayed or delayedconditioned 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 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 (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 or delayed. 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 12.2 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 (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 GlobeImmune Licensed Patents Rights or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 party seeking indemnification ------------------------- (the "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnification applies under Section 12.1 or Section 12.2 shall indemnity may be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification sought under this Article 12, the Agreement. The Indemnitee shall notify give prompt written notice to the other Party party from whom indemnification is sought (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 Indemniteeassertion of a claim for indemnification; provided, however, that an the Indemnitee's failure to notify the Indemnitor shall not excuse the Indemnitor's obligation to indemnify the Indemnitee except to the extent that such failure prejudices the Indemnitor's defense of any such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 11 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall have provide the right Indemnitor twenty (20) calendar days to retain decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its own counselexpenses in doing so. The Indemnitor shall (with, with if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the fees insurance company insuring against any such claim and expenses undertaking to be paid defend such claim, or by other counsel selected by it and approved 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available fully assign to the Indemnitor all pertinent information under the control entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim Promptly after receipt by a Person entitled to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as 9.1 (such Person, an “Indemnification Indemnified Person”) of notice of the commencement of any Action (an “Indemnified Claim”. If ) by any Person or Persons (collectivelyother than the Issuer, such Indemnified Person will, if a claim is to be made hereunder against the “Indemnitee”) intends to claim indemnification under this Article 12Issuer in respect thereof, the Indemnitee shall notify the other Party (the “Indemnitor”) Issuer in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, howeverthe commencement thereof; provided, that the failure by an Indemnitee omission to give such notice shall so notify the Issuer will not relieve the Indemnitor Issuer or RAG from any liability that either may have hereunder except to the extent the Issuer has been materially prejudiced by such failure. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Issuer of its indemnification obligation under this Agreement except and only the commencement thereof, the Issuer will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the Indemnitor is actually prejudiced as a result defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Issuer and based on advice of such failure Indemnified Person’s counsel there are legal defenses available to give notice). The Indemnitor such Indemnified Person that are different from or additional to those available to the Issuer, such Indemnified Person shall have the right to assume select separate counsel to assert such legal defenses and control to otherwise participate in the defense of such Indemnified Claims on behalf of such Indemnified Person. Upon receipt of notice from the Indemnification Claim at Issuer to such Indemnified Person of its own expense election so to assume the defense of such Indemnified Claims 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 aforesaidIndemnified Person, 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, Issuer shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the Indemnitor at defense thereof (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the Indemnitor’s expense and shall make available assertion of legal defenses in accordance with the proviso to the Indemnitor immediately preceding sentence (it being understood that all pertinent information under such expenses shall be reimbursed as they occur), (b) the control Issuer shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the IndemniteeIndemnified Claims, which information (c) the Issuer shall be subject not have acknowledged its indemnification obligation to Article 11such Indemnified Person or shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not reasonably cured within fifteen (15) Business Days of receipt of such notice, or (d) the Issuer shall have authorized in writing the employment of counsel for such Indemnified Person.

Indemnification Procedure. A claim to which Any Cordis Party or SRM Party seeking indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons this Article 12 (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall promptly notify the other indemnifying 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 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 noticeclaim, including a detailed description of the claim (the “Indemnity Claim”). The Indemnitor shall have the right to assume participate jointly with the Indemnitee in the Indemnitee’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and control which could not result in the defense Indemnitee becoming subject to injunctive or other equitable relief or otherwise adversely affecting the business of the Indemnification Claim at its own expense with counsel selected by Indemnitee in any manner, and as to which the Indemnitor and reasonably acceptable shall have acknowledged in writing the obligation to indemnify the Indemnitee; providedIndemnitee hereunder, however, that an Indemnitee the Indemnitor shall have the sole right to retain its own counseldefend, with the fees and expenses to be paid by the Indemnitee, if representation settle or otherwise dispose of such Indemnitee by Indemnity Claim, on such terms as the counsel retained by Indemnitor, in its sole discretion, shall deem appropriate, provided that the Indemnitor would be inappropriate due shall not enter into an agreement or settlement which requires the Indemnitee to actual admit to guilt, liability or potential differing interests between such Indemnitee wrongdoing of any kind and any other party represented by such counsel in such proceedings. If further providing that the Indemnitor does not assume the defense shall provide reasonable evidence of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but its ability to pay any damages claimed and with respect to any such settlement shall have no obligation to do so. The Indemnitee shall not settle or compromise obtained the Indemnification Claim without the prior written consent of the Indemnitor, and Indemnitee from the Indemnity Claim. The Indemnitor shall not settle or compromise obtain 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 Patents Rights or Know-How), without the prior written consent of the IndemniteeIndemnitee prior to ceasing to defend, which consent, in each case, shall not be unreasonably withheld settling or delayed. The otherwise disposing of any Indemnity Claim if as a result thereof the Indemnitee shall reasonably cooperate with would become subject to injunctive or other equitable relief or the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control business of the Indemnitee, which information shall Indemnitee would be subject to Article 11.adversely affected in any manner,

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim (a "Third-Party Claim") which gives or could give rise 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 a right of indemnification under this Article 12Agreement, the Indemnitee party requesting indemnification ("lndemnitee") shall notify provide notification to the other Party party ("lndemnitor") describing the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood amount 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 nature of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the IndemniteeThird-Party Claim; provided, however, that an Indemnitee any failure or delay in giving such notice shall only relieve the Inseminator of its obligation to defend, indemnify, and hold the lndemnitee harmless to the extent it reasonably demonstrates its defense or settlement of the Claim was adversely affected thereby. The Inseminator shall have sole control of the right to retain its own counsel, defense and of all negotiations for settlement of any Third-Party Claim and the Indemnities shall cooperate with the fees Inseminator in the defense or settlement of any such Claim at the Inseminator’s expense. Notwithstanding the foregoing, the Inseminator shall not settle any claim unless such settlement completely and expenses forever releases the Indemnitee from all liability with respect to be paid by such Claim or unless the Indemnitee, if representation of Indemnitee consents to 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 settlement in such proceedingswriting. If Where the Indemnitor does not assume Request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is involved, the lndemnitee may participate in the defense of the Indemnification Claim as aforesaidat its own expense. If Indemnitor does not assume defense of the Third-Party Claim, the Indemnitee may will defend or settle 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 IndemnitorThird-Party Claim, 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 Patents Rights or Know-How), without the prior written consent utilizing counsel of the Indemnitee's choice, which consentand Indemnitor shall reimburse the lndemnitee an amount equal to the aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate connection with the Indemnitor enforcement of the indemnification obligations set forth herein (including reasonable attorney's fees and costs), plus (iii) interest at the Indemnitor’s expense and shall make available to highest amount permitted by law on the Indemnitor all pertinent information under the control aggregate amount of the liabilities, plus the other costs and expenses incurred by the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 If a Lonza Indemnitee or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons Customer Indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12clause 7, the Indemnitee it shall promptly notify the other Party 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 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)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 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this clause 7. The obligations of this clause 7.6 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 7. It is understood that only Lonza or Customer may claim indemnity under this clause 7 (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 If a party entitled to which indemnification applies under Section 12.1 hereunder ("Indemnified Party") is aware that a claim, demand or Section 12.2 shall other circumstance exists that has given or may reasonably be referred expected to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends give rise to claim a right of indemnification under this Article 12XV (whether or not the amount of the claim is then quantifiable), the Indemnitee such Indemnified Party shall notify promptly give written notice thereof to the other party ("Indemnitor"), and the Indemnified Party (will thereafter keep the “Indemnitor”) in writing promptly upon becoming aware 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 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 extent, if any, that the Indemnitor Indemnitor's rights shall have been prejudiced or the Indemnitor's liability shall have been materially increased thereby. In case any such action, suit or proceeding is actually prejudiced as a result of such failure to give notice). The brought against an Indemnified Party, the Indemnitor shall have the right be entitled to assume and control participate in (and, in its discretion, to assume) the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; Indemnified Party, provided, however, that an Indemnitee the Indemnified Party shall have the right be entitled to retain participate in 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 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 reasonably 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 15.3, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense. 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 11withheld.

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim to which indemnification applies under Section 12.1 or Section 12.2 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 shall provide notification to claim indemnification under this Article 12, the Indemnitee shall notify the other Party 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 the Indemnitor 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 12.2 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 (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 GlobeImmune Licensed Patents Rights or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 (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 Toray Patents Rights or Toray Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 Party that intends to 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 ARTICLE 11 shall promptly notify the other Party (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, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the 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 by an 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 give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than 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 soARTICLE 11. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorunder this ARTICLE 11, 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 Patents Rights or Know-How)its employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor 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 Party that intends to 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 13 shall promptly notify the other Party (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, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim; provided that, if the Indemnitor is also involved in defending against such Claim in its own name and if defense of the Indemnitor and Indemnitee by the same counsel would place such counsel in a position of conflict of interest, the Indemnitor shall pay the reasonable cost of the Indemnitee’s separate counsel. The indemnification obligations of the Parties under this Article 13 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 by an 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 give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than 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 soArticle 13. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorunder this Article 13, 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 Patents Rights or Know-How)its employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor 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 If a Lonza Indemnitee or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person 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 (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)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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld or delayed. 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 14.6(a), Section 14.6(b) or Section 12.2 shall 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 (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 Patents Rights or Know-How), such claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by the Indemnitee), which consent, in each case, shall not be unreasonably withheld would bind or delayed. 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 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 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 (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 or delayed. 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 7.5(a) or Section 12.2 shall 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 (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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld or delayedwithheld. 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 Each Person that is entitled to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as this Agreement (each, an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends agrees to claim give the party hereto from which it may request indemnification under this Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware prompt written notice of any event, or any written claim that by a third party, of which it obtains knowledge, which could give rise to any damage, liability, loss, cost or expense as to which it may be an Indemnification Claim (it being understood and agreedrequest indemnification under this Agreement, however, that but the failure by an Indemnitee to give such prompt written notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement affect such Indemnitee’s rights hereunder except and only to the extent the Indemnitor was adversely prejudiced thereby. Notice given pursuant to the first sentence of this Section 7.4 shall: (i) provide details of the event or claim that is the subject of the notice; (ii) state the section of this Agreement that the Indemnitee claims has been breached; and (iii) contain as attachments any documents to the extent material to an understanding of the event or claim that is the subject of the notice. In connection with any such third-party claim which could give rise to any damage, liability, loss, cost or expense as to which indemnification may be requested under this Agreement, if the Indemnitor is actually prejudiced as a result shall have acknowledged in writing its obligation to indemnify in respect of such failure claim, the Indemnitor may assume the defense of such third-party claim at its expense, including by selecting counsel to give noticedirect such defense (which counsel shall be reasonably satisfactory to the Indemnitee), and the Indemnitee shall cooperate with the Indemnitor in determining the validity of any such claim and its defense thereof. The Indemnitor Indemnitee may, at its expense, participate in the defense of such third-party claim. Notwithstanding the Indemnitor’s assumption of the defense of such third-party claim, the Indemnitee shall have the right to assume and control employ one counsel to represent the defense Indemnitee if, in the reasonable judgment of the Indemnification Claim at its own expense Indemnitee, a conflict of interest exists between the Indemnitee and the Indemnitor with respect to such third-party claim, and in such event the reasonable fees and expenses of such separate counsel selected shall be paid by the Indemnitor and reasonably acceptable to the IndemniteeIndemnitor; provided, however, that an such counsel shall represent the Indemnitee shall have only with respect to such matters as to which, in the right to retain its own counsel, with the fees and expenses to be paid by reasonable judgment of the Indemnitee, such conflict of interest exists. The Indemnitor shall not settle any such claim without the consent of the Indemnitee if representation any relief, other than the payment of such Indemnitee money damages by the counsel retained by the Indemnitor Indemnitor, would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented granted by such counsel in settlement or if such proceedings. If the Indemnitor settlement does not assume include the defense unconditional release of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soIndemnitee. The Indemnitee shall not settle or compromise the Indemnification Claim any 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 11withheld.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 11.6(a) or Section 12.2 shall 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 (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 Patents Rights or Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld or delayedwithheld. 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 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”) party that intends to claim indemnification under this Article 12, Section 14.2 (the Indemnitee shall “Indemnitee”) shall: (i) promptly notify the other Party 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 agreed, however, that the failure by an Indemnitee to give such notice shall not relieve ii) provide the Indemnitor sole control 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 and/or settlement thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; provided, however, that an the Indemnitee shall have reserves the right to retain its own counselcounsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the fees and expenses to be paid by retention of separate counsel for the Indemnitee, if representation of such Indemnitee in which case, the Indemnitor shall pay for one separate counsel chosen by the counsel retained by the Indemnitor would be inappropriate due to actual Indemnitee 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 (b) the Indemnitor shall not settle 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, 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 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 Patents Rights or Know-How), other without the its prior written consent of the Indemniteeconsent, which consent, in each case, shall not be unreasonably withheld or delayed. The 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 reasonably cooperate have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense or settlement thereof in 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 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 [*] = 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 withheld, delayed or delayedconditioned 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 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 Portions of this Exhibit, indicated by the xxxx “[***],” 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 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 or delayed. 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 If a Fujifilm Indemnitee or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons Alder Indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Section 15.1 or Section 15.2 (as applicable), the Indemnitee it shall promptly notify the 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 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)alleged liability. The Indemnitor shall have the right to assume and full control of the defense of the Indemnification Claim at its own expense and settlement 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 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. inappropriate due to actual or potential differing interests between such Indemnitee and any other party Party reasonably represented by such counsel in such proceedingsproceeding. If The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor does and its legal representatives in the investigation, defense and settlement of any liability covered by Section 15.1/15.2, provided that no settlement shall include an admission of fault, liability or a financial obligation on the part of the Indemnified parties without their prior written consent, which consent shall not assume be withheld or delayed unreasonably. The obligations of the Indemnitor to the Indemnitee under Section 15.1/15.2 are expressly conditioned on the following: (a) that the Indemnified parties do not make any admission in respect of such claim or suit or take any action prejudicial 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 such claim or compromise the Indemnification Claim suit without the prior written consent of the Indemnitor, and the Indemnitor which shall not settle be unreasonably withheld (provided that this condition shall not be treated as breached by any statement properly made by any Party in connection with the operation of its internal complaint procedures, accident reporting procedures or compromise disciplinary procedures, or where such a statement is required by law); and (b) that the Indemnification Claim in indemnified parties do not enter into any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement settlement or the scope resolution of such claim or enforceability of the Patents Rights suit or Know-How), part thereof without the prior written consent of the IndemniteeIndemnitor, which consent, in each case, consent shall not be unreasonably withheld or delayeddelayed unreasonably. The Indemnitee shall reasonably cooperate with obligations of the Indemnitor at to the Indemnitee under Section 15.1/15.2 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, shall, to the extent prejudicial to its ability and rights to defend or settle such action, relieve the Indemnitor of any obligation to the Indemnitee under the control Section 15.1/15.2. It is understood that only Fujifilm and Alder may claim indemnity under Section 15.1/15.2 (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 or Section 12.2 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 other Party 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 agreed, however, that the failure by an Indemnitee to give such notice shall not relieve ii) provide the Indemnitor sole control 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 and/or settlement thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; provided, however, that an the Indemnitee shall have reserves the right to retain its own counselcounsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the fees and expenses to be paid by retention of separate counsel for the Indemnitee, if representation of such Indemnitee in which case, the Indemnitor shall pay for one separate counsel chosen by the counsel retained by the Indemnitor would be inappropriate due to actual Indemnitee 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 (b) the Indemnitor shall not settle 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, 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 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 Patents Rights or Know-How), other without the its prior written consent of the Indemniteeconsent, which consent, in each case, shall not be unreasonably withheld or delayed. The 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 reasonably cooperate have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense or settlement thereof in accordance with the Indemnitor at terms of this Section 9.2(c). Confidential materials omitted and filed separately with the Indemnitor’s expense Securities and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11Exchange Commission. Asterisks denote such omission.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 11.1 or Section 12.2 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 (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 Patents Rights Orexigen Intellectual Property, or 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 FINAL VERSION withheld, conditioned, or delayed. 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 Any Person seeking indemnification applies under this Section 12.1 or Section 12.2 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 other Party from whom indemnification 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 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 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 mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitor Indemnitee and reasonably acceptable to 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 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 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 shall reimburse the Indemnification Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Liabilities incurred by the Indemnitor in its defense of such Claim but shall have no obligation with respect to do sothe Indemnitee. The Indemnitee shall not settle or compromise and the Indemnification Claim without the prior written consent of the Indemnitorother Party, 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 Patents Rights or Know-How)its employees and agents, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee 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 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 ARTICLE 12 shall promptly notify the other Party (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, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the 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 12 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 by an 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 give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than 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 soARTICLE 12. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorunder this ARTICLE 12, 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 Patents Rights or Know-How)its employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor 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 9.5(a) or Section 12.2 shall 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 (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 Patents Rights or Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld or delayedwithheld. 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 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 (collectivelyTo the extent reasonably feasible, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee CHOP shall notify the other Party (the “Indemnitor”) Customer in writing of any Claim that, in CHOP’s reasonable judgment, is likely to lead to a claim for indemnification. Customer shall promptly assume the entire defense of such Claim following CHOP’s written notice, and shall, promptly upon becoming aware notice from CHOP of any claim that may be an Indemnification prior expenses, reimburse any CHOP Indemnitee for any expenses, fees or costs incurred by any CHOP Indemnitee with respect to defense of such 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 prior to the extent that date of Customer’s assumption of the Indemnitor is actually prejudiced as a result of such failure to give notice)defense. The Indemnitor Customer shall have the right to assume manage the defense and control settlement of any Claim, except that (A) Customer shall consult with the affected CHOP Indemnitee regularly with respect to all material matters pertaining to the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteeany such Claim; provided, however, that an Indemnitee (B) CHOP shall have the right to retain its own counsel, with the fees and expenses approve Customer’s choice of counsel to be paid by the Indemnitee, if representation of defend 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 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 Patents Rights or Know-How), without the prior written consent of the IndemniteeClaim, which consent, in each case, approval shall not be unreasonably withheld or delayedby CHOP and (C) Customer may not enter into any settlement on behalf of any CHOP Indemnitee without CHOP’s prior written approval, which approval shall not be unreasonably withheld by CHOP. The Indemnitee CHOP may not enter into any settlement of any such Claim as to which Customer has an obligation to indemnify CHOP without the written permission of Customer, which approval shall reasonably not be unreasonably withheld by Customer. CHOP shall use commercially reasonable efforts to cooperate with Customer in the Indemnitor defense of the Claim at Customer’s sole expense. CHOP may hire its own counsel, at its own expense, to monitor the Indemnitordefense of any Claim in which case Customer shall use commercially reasonable efforts at its sole expense to cooperate with CHOP in the defense of the Claim by CHOP’s expense and shall make available selected counsel. In addition, CHOP may elect to the Indemnitor all pertinent information under the assume control of the Indemnitee, defense of such Claim. CHOP’s hiring of its own counsel or assumption of its own defense shall not relieve Customer of obligations to indemnify or further defend any CHOP Indemnitee with respect to such Claim except to the extent that any CHOP Indemnitee receives a final judgment of gross negligence or willful or intentional misconduct by such CHOP Indemnitee with respect to such Claim in which information case Customer shall be subject relieved of its indemnity obligation with respect to Article 11such Claim as to such CHOP Indemnitee. CHOP and Customer may execute such mutually acceptable Confidentiality and Joint Defense Agreements to protect privileged materials as shall be usual and customary in such proceedings and as shall be requested in writing by either CHOP or Customer.

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 (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 NPC Patents Rights or NPC Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 8.1 or Section 12.2 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 (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 Patents Rights Indemnitee’s patents or Know-Howknow how), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 indemnification applies under Section 12.1 13.7(a) or Section 12.2 shall 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 (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 Patents Rights or Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld or delayedwithheld. 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 If a Lonza Indemnitee or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons Kolltan Indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Clause 9, the Indemnitee it shall promptly notify the other Party 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 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)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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld or delayed. 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 If the Party 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”) indemnified intends to claim indemnification under this Article 12Clause 11, the Indemnitee it shall promptly notify the other indemnifying 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 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)claim. 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 Indemniteesettlement thereof; provided, however, that an Indemnitee that: (i) the Indemnitor must obtain the prior written consent of the indemnitee (not to be unreasonably withheld) before entering into any settlement of such Third-Party claim; (ii) any indemnitee shall have the right to retain its own counselcounsel at its own expense; and (iii) if the amount sought in any Third-Party claim (alone or in aggregate with all other Third-Party claims) (collectively, with “Covered Claims”) exceeds the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained amounts remaining payable by the Indemnitor would be inappropriate due pursuant to actual Clause 11.5 or potential differing interests between such Indemnitee and any other party represented the indemnitee otherwise believes that the total amount payable pursuant to the Covered Claims may exceed the amounts remaining payable by such counsel in such proceedings. If the Indemnitor does not assume pursuant to Clause 11.5, then the defense Parties shall discuss and use reasonable endeavours to agree who has conduct and control of the Indemnification Claim Covered Claims provided that if the Parties are not able to agree within thirty (30) days after the indemnitee provides Indemnitor with notice of its desire to take over control of such Covered Claims (or such shorter period as aforesaidnecessary to preserve all of the indemnitee’s rights), indemnitee may, at its election, retain full control over the Indemnitee may defend such Covered Claims unless the Indemnification Claim but Indemnitor executes a separate agreement with the indemnitee agreeing that it shall have no obligation to do sopay all amounts payable in connection with such Covered Claims irrespective of the limitation of liability in Clause 11.5. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorindemnitee, its employees 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each caseagents, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor cooperate, at the Indemnitor’s expense expense, with the Indemnitor in the investigation of any liability covered by this Clause 11. If the indemnitee elects to control the defense of any Covered Claim as permitted herein, the Indemnitor, its employees and agents, shall make available reasonably cooperate, at the Indemnitor’s expense, with the indemnitee in the investigation of any liability covered by this Clause 11 with respect to such Covered Claim(s). The failure to deliver prompt written notice to the Indemnitor all pertinent information of any claim, to the extent prejudicial to its ability to defend such claim, shall relieve the Indemnitor of its obligation to the indemnitee under this Clause 11 only to the control extent of the Indemnitee, which information shall be subject to Article 11such prejudice.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 13.1 or Section 12.2 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 (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 OncoMed Licensed Patents Rights or 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 withheld, delayed or delayedconditioned. 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 If a Lonza Indemnitee or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person 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 (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)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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld or delayed. 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 If an Indemnified Party is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to which indemnification applies under Section 12.1 or Section 12.2 shall be referred give rise to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim a right of indemnification under this Article 12XV (whether or not the amount of the claim is then quantifiable), the Indemnitee Indemnified Party shall notify promptly give written notice thereof to the other Indemnitor, and the Indemnified Party (will thereafter keep the “Indemnitor”) in writing promptly upon becoming aware 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 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 extent, if any, that the Indemnitor Indemnitor’s rights shall have been prejudiced or the Indemnitor’s liability shall have been increased thereby. If any claim, action, suit or other proceeding is actually prejudiced as a result of such failure to give notice). The brought against an Indemnified Party, the Indemnitor shall have the right be entitled to assume and control participate in (and, in its discretion, to assume) the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; Indemnified Party, provided, however, that an Indemnitee the Indemnified Party shall have the right be entitled to retain participate in any such claim, action, suit or other 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 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 other proceeding which would give rise to the Indemnitor’s liability under its indemnity unless such Indemnitee settlement includes as an unconditional release by the counsel retained by claimant or plaintiff of the Indemnitor would be inappropriate due Indemnified Party, in form and substance reasonably 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 other proceeding as provided in this Section 15.3, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense (unless provided otherwise in this Section 15.3). If the Indemnitor shall not promptly assume the defense of the Indemnification Claim as aforesaidany claim, action, suit or other proceeding, the Indemnitee Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate at the Indemnification Claim but shall have no obligation to do so. The Indemnitee expense of the Indemnitor, 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 11withheld.

Indemnification Procedure. A claim to which (a) Any party seeking indemnification applies under Section 12.1 or Section 12.2 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 other Party parties liable for such indemnification (the “each an "Indemnitor”") in writing promptly upon becoming aware of any claim that may event, omission or occurrence which the Indemnitee has determined has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). In all cases, such notice shall be an Indemnification Claim (it being understood and agreedgiven promptly, howeverin accordance with the relevant provisions of the Agreement regarding notice; provided, that the failure by an of any Indemnitee to give such notice as provided in this Section 16. 4 shall not relieve the Indemnitor of its indemnification obligation obligations under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of Article XVI unless such failure shall materially adversely affects the Indemnitor. A Notice of Claim shall specify in reasonable detail the nature and any particulars of the event, omission or occurrence giving rise to give notice)a right of indemnification. The Indemnitor shall have satisfy its obligations hereunder, as the right to assume and control the defense case may be, within 30 days of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteereceipt of a Notice of Claim; 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 so long as the Indemnitor would is in good faith defending a claim pursuant to Section 16.4(b) below, its obligation to indemnify the Indemnitee with respect thereto shall be inappropriate due suspended. To the extent the parties disagree as to actual or potential differing interests between whether any Losses are indemnifiable hereunder, such Indemnitee and matters shall be resolved pursuant to Section 17.11 hereunder; provided, that during the pendency of any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddispute, the Indemnitee party seeking indemnification 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 IndemnitorLoss for which indemnification is sought, and if it is determined that the Loss is one that is subject to indemnification, the Indemnitor shall not settle or compromise be bound by all actions taken by the Indemnification Claim in any manner which would have an adverse effect on party seeking indemnification during the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability pendency of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 dispute.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 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 other Party (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 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)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 Indemnitee; BMS, 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld withheld, delayed or delayedconditioned) shall be required in the event any such settlement or compromise would adversely affect the [ * ] Confidential Treatment Requested 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 10.1 or Section 12.2 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 (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 Patents Codexis Patent Rights or of the Codexis Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 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 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 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 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 withheld, delayed or delayedconditioned 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 Any Purchaser Indemnitee entitled to which indemnification applies under Section 12.1 or Section 12.2 hereunder shall be referred (a) give prompt notice 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 (the “Indemnitor”) in writing promptly upon becoming aware Company of any claim that may be an Indemnification Claim with respect to which it seeks indemnification and (it being understood and agreed, however, that b) permit the failure by an Indemnitee Company to give assume the defense of such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only claim with counsel reasonably satisfactory to the extent Purchaser Indemnitee; provided that the Indemnitor is actually prejudiced as a result of such failure any Purchaser Indemnitee entitled to give notice). The Indemnitor indemnification hereunder shall have the right to assume employ separate counsel and control to participate in the defense of such claim, but the Indemnification Claim fees and expenses of such counsel shall be at the expense of such Purchaser Indemnitee unless (i) the Company has agreed to pay such fees or expenses, or (ii) the Company shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Purchaser Indemnitee or (iii) in the reasonable judgment of any such Purchaser Indemnitee, based upon written advice of its own counsel, a conflict of interest exists between such Purchaser Indemnitee and the Company with respect to such claims (in which case, if the Purchaser Indemnitee notifies the Company in writing that such Purchaser Indemnitee elects to employ separate counsel at the expense with counsel selected by of the Indemnitor and reasonably acceptable to Company, the Indemnitee; provided, however, that an Indemnitee Company shall not 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 such claim on behalf of such Purchaser Indemnitee); and provided, further, that the Indemnification Claim failure of any Purchaser Indemnitee to give notice as aforesaidprovided herein shall not relieve the Company of its obligations hereunder, except to the Indemnitee may defend extent that such failure to give notice shall materially adversely affect the Indemnification Claim but shall have no obligation to do soCompany in the defense of any such claim or litigation. The Indemnitee Company shall not settle or compromise not, except with 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 Patents Rights or Know-How), without the prior written consent of the Purchaser Indemnitee, which consent, in each case, consent shall not be unreasonably withheld withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Purchaser Indemnitee of a release from all liability in respect of such claim or litigation. The No Purchaser Indemnitee shall reasonably cooperate will, except with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control consent of the IndemniteeCompany, which information consent shall not be subject unreasonably withheld, conditioned or delayed, consent to Article 11entry of any judgment or enter into any settlement.

Indemnification Procedure. A claim to which In the event that an Indemnified Entity is seeking indemnification applies under Section 12.1 or 9.1, it shall 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 assume direction and control of the defense of the Claim (subject to the right to control the defense of actions described in Section 12.2 5.3), including the right to select defense counsel, which counsel shall be referred reasonably satisfactory to herein the Indemnified Entity, and shall cooperate as an “Indemnification reasonably requested by the Indemnifying Entity (at the expense of the Indemnifying Entity) in the defense of the Claim”. If any Person The failure or Persons (collectively, the “Indemnitee”) intends delay to claim indemnification under this Article 12, the Indemnitee shall so notify the 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 Indemnifying Entity shall not relieve the Indemnitor 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 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 11 shall promptly notify the other Party (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, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the 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 by an 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 give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than 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 soArticle 11. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorunder this Article 11, 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 Patents Rights or Know-How)its employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor 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 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons written claim is made by any third party against a party to this Agreement for which such party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12properly seeks indemnification, the Indemnitee shall promptly notify the other Party party (the “Indemnitor”) and Indemnitor shall defend against the claim. Such notice will in writing promptly upon any event be given within a reasonable period of time of becoming aware of any claim that may be an Indemnification Claim (it being understood against Indemnitee stating the nature 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 basis 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 Indemniteeclaim; provided, however, that an any delay or failure to notify Indemnitor of any claim will not relieve it from any liability except to the extent that Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure. Indemnitor will promptly notify Indemnitee of its intention to assume the defense of such claim. If Indemnitor assumes the defense, it shall have sole control of the right defense and all related settlement negotiations and Indemnitee shall, at Indemnitor’s sole expense, provide Indemnitor with all reasonable assistance in connection with any claim. Indemnitor shall consult with Indemnitee regarding the defense and shall provide Indemnitee with reasonably requested information. Indemnitor may not settle any claim, suit, or proceeding in which Indemnitee is named or otherwise involved without Indemnitee’s prior written consent, except in the case of a cash settlement payable by Indemnitor in which there is no admission or imposition of fault or liability as 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 any such claim, Indemnitee may, at Indemnitor’s expense, defend against such claim in such manner as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not deem appropriate and settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorsuch claim on such terms as it may deem appropriate, and the assert against 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 or claims to which Indemnitee is entitled. Distribution Services Agreement or the scope or enforceability of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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.– Exhibit B

Indemnification Procedure. A claim In the event that the Company believes that it is entitled to indemnification under the provisions of the Undertaking, it shall deliver to the Escrow Holder a certificate setting forth in reasonable detail (i) the reason for which it claims indemnification, to which indemnification applies under Section 12.1 or Section 12.2 certificate shall be referred attached such documents as the Company has in its possession relating to herein as an “Indemnification Claim”. If any Person or Persons the claim (collectivelyother than privileged documents), (ii) the “Indemnitee”amount of the Company’s claim and (iii) intends its calculation of the number of shares of the Company’s Common Stock to which it is entitled to satisfy its claim indemnification under this Article 12, the Indemnitee shall notify the other Party (the “IndemnitorSeller’s Certificate”) 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 Escrow Holder shall have the right to assume and control the defense give notice of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable said claim to the Indemnitee; providedSeller, however, that an Indemnitee shall have the right to retain its own counsel, transmitting a copy of said certificate 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 proceedingssaid notice. If the Indemnitor does not assume Seller fails, within ten (10) Business Days after the defense of Seller is given said notice, to deliver to the Indemnification Claim as aforesaidEscrow holder a written response to said notice, the Indemnitee may defend the Indemnification Claim but Seller shall have no obligation claim to do sosaid shares. The Indemnitee If Seller delivers a notice to the Escrow Holder, claiming that the Company is entitled to no shares or a lesser number of shares than the Seller claimed in the Seller’s Certificate, Seller shall be entitled to the number of shares as to which no controversy exists, and, notwithstanding any other provision of this Escrow Agreement, the Escrow Holder shall not settle deliver to the Seller certificates representing the shares in controversy until the controversy be resolved by written agreement between the Seller and the Company or compromise a final and unappealable Order shall have been entered. Seller shall maintain custody of any shares to which the Indemnification Claim without Company is entitled until it shall have received (i) a stock power signed by Seller and bearing a Signature Guarantee, transferring said shares to the prior written consent Company, or (ii) some other instrument or Order sufficient for the Company’s transfer agent so to transfer said shares. Upon the Escrow Holder’s receipt of such stock power, instrument or Order, the Escrow Holder shall deliver certificates representing at least the number of shares to which the Company is entitled, together with such stock power, instrument or Order, to said transfer agent, instructing it (i) to issue a certificate representing the number of shares to which the Company is entitled to the Company and deliver it to the Company at its address for notice and (ii) to issue a certificate representing the balance of the Indemnitor, and shares represented by the Indemnitor shall not settle or compromise certificates so delivered in 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 name of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense Seller and shall make available deliver it to the Indemnitor all pertinent information under Escrow Holder (the control of the Indemnitee, which information shall be subject to Article 11“Balance Certificate”).

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 party (collectively, the “Indemnitee”) which intends to claim indemnification under this Article 12, the Indemnitee Section 15.0 shall notify the other Party party (the “Indemnitor”) within a reasonable time in writing promptly upon becoming aware of any action, claim that may be an Indemnification Claim (or liability in respect of which the Indemnitee believes it being understood and agreedis entitled to claim indemnification, however, provided that the failure by an Indemnitee to give such timely notice to the Indemnitor shall 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 prejudiced as a result of such failure to give notice)thereby. The Indemnitor shall have the right right, by notice to the Indemnitee, to assume and control the defense of any such action or claim within the Indemnification Claim at its own expense fifteen (15) day period after the Indemnitor’s receipt of notice of any action or claim with counsel selected by of the Indemnitor Indemnitor’s choice and reasonably acceptable to at the Indemnitee; provided, however, that an Indemnitee shall have sole cost of 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 proceedingsIndemnitor. If the Indemnitor does not so assume the defense of the Indemnification Claim as aforesaidsuch claim, the Indemnitee may defend assume such defense with counsel of its choice and at the Indemnification Claim sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be paid for by the party determined ultimately liable. No such claim shall be settled other than by the party defending the same, and then only with the consent of the other party which shall not be unreasonably withheld; provided that the Indemnitee shall have no obligation to do so. The consent to any settlement of any such action or claim which imposes on the Indemnitee shall any liability or obligation which cannot settle or compromise the Indemnification Claim without the prior written consent of be assumed and performed in full by 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with have no right to withhold its consent to any settlement of any such action or claim if the settlement involves only the payment of money by 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 11or its insurer.

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 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. 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 stockholders, 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 stockholders 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. 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 other Party (Board, in which event the “Indemnitor”) 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 writing promptly upon becoming aware 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 claim that may be an Indemnification Claim (it being understood and agreed, however, that objection which shall have been made by the failure by an Company or Indemnitee to give 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 notice other person as the Court shall not relieve designate, and the Indemnitor of its indemnification obligation person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give noticesection 9(b). The Indemnitor Company shall have the right to assume pay any 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 all reasonable 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 Independent Counsel incurred by such counsel Independent 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 connection with acting pursuant to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorsection 9(b), and the Indemnitor Company shall not settle or compromise pay all reasonable fees and Expenses incident to the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under procedures of this Agreement or the scope or enforceability section 9(c), regardless of the Patents Rights manner in which such Independent Counsel is selected or Know-Howappointed. On the due commencement of any judicial proceeding or arbitration pursuant to section 11(a)(iii), without the prior written consent Independent Counsel shall be discharged and relieved of the Indemnitee, which consent, any further responsibility in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available such capacity (subject to the Indemnitor all pertinent information under the control applicable standards of the Indemnitee, which information shall be subject to Article 11professional conduct then prevailing).

Indemnification Procedure. A claim If a Claim against Buyer for indemnification pursuant to which indemnification applies under the provisions of Section 12.1 or Section 12.2 6.3(a) of this Agreement is to be made by any Seller Indemnified Party, such Seller Indemnified Party shall be referred give notice of such Claim 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 Buyer promptly after such Seller Indemnified Party (the “Indemnitor”) in writing promptly upon becoming becomes aware of any claim that fact, condition or event which may give rise to Losses for which indemnification may be an Indemnification sought under Section 6.3(a). In the event a third-party Claim (it being understood and agreedagainst a Seller Indemnified Party arises that is covered by the indemnity provisions of Section 6.3(a) of this Agreement, however, provided that Buyer admits in writing to the failure party seeking indemnification that such Claim is covered by an Indemnitee to give such notice shall not relieve the Indemnitor indemnity provisions of its indemnification obligation under this Agreement except and only Section 6.2(a) hereof to the extent that the Indemnitor is actually prejudiced as a result of such failure Claim proves to give notice). The Indemnitor be true, Buyer shall have the right to contest and defend by all appropriate legal proceedings such Claim and to control all settlements (unless Seller agrees to assume the cost of settlement and control to forgo such indemnity) and to select lead counsel to defend any and all such Claims at the defense sole cost and expense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the IndemniteeBuyer; provided, however, that an Indemnitee shall Buyer may not effect any settlement that could result in any cost, expense or liability to, or 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 aforesaidMaterial Adverse Effect upon, the Indemnitee may defend Seller Indemnified Parties unless Seller consents in writing to such settlement and Buyer agrees to indemnify 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 Patents Rights or Know-How), without the prior written consent of the IndemniteeSeller Indemnified Parties therefor, which consent, in each case, consent shall not be unreasonably withheld and which consent or delayedobjection thereto must be provided in a timely manner as the circumstances dictate and in any event within ten (10) business days of such request. In the event Buyer does not admit in writing to a Seller Indemnified Party seeking indemnification that such Claim, if true, is covered by the indemnity provisions of Section 6.3(a) hereof, the Seller Indemnified Party shall take such actions as it deems necessary to defend such Claim; provided, however, that the Seller Indemnified Party may not effect any settlement that could result in any cost, expense, liability to, or have any Material Adverse Effect upon Buyer without consent of Buyer, which consent shall not be unreasonably withheld and which consent or objection thereto must be provided in a timely manner as the circumstances dictate and in any event within ten (10) business days of such request. The Indemnitee Seller Indemnified Party seeking indemnification may select counsel to participate in any defense, in which event such counsel shall reasonably be at the sole cost and expense of such Seller Indemnified Party. In connection with any such third party Claim, the Parties shall cooperate with the Indemnitor at the Indemnitor’s expense each other and shall make available provide each other with access to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11relevant books and records in their possession.

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 (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 Patents BMS 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 or delayed. 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 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 To obtain indemnification under this Article 12Agreement, the Indemnitee shall notify submit to the other Party (Bank 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 of the “Indemnitor”) Bank shall, promptly upon receipt of such a request for indemnification, advise the Board in writing promptly upon becoming aware that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give provide such notice a request to the Bank, or to provide such a request in a timely fashion, shall not relieve the Indemnitor Bank of its indemnification obligation under this Agreement except any liability that it may have to Indemnitee unless, and only to the extent that the Indemnitor is actually prejudiced as a result of that, such failure to give notice). The Indemnitor shall have actually and materially prejudices the right to assume and control the defense interests of the Indemnification Claim at its own expense Bank. Upon any such written request by Indemnitee for indemnification, a determination with counsel selected respect to Indemnitee’s entitlement thereto shall be made in the specific case in the manner required by the Indemnitor and reasonably acceptable to the Indemnitee; providedapplicable law, 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 including Section 7020 of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soAct. 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor 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 written request pursuant to this Section 2.3 shall be directed to the General Counsel of the Bank at the Indemnitor’s expense and address shown on the signature page of this Agreement (or such other address as the Bank shall make available designate in writing to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject Indemnitee pursuant to Article 11Section 10).

Indemnification Procedure. A If a claim to occurs for which a party has an indemnification applies obligation under Section 12.1 6(C) or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons 6(D) above, the indemnified party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall will: (a) promptly notify the other Party 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 effects of the claim; (c) reasonably cooperate with 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 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 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 Patents Rights or Know-How), without the prior written consent of the Indemniteeother party, which consent, in each case, shall consent will not be unreasonably withheld or delayed. The If the Indemnitee shall reasonably cooperate with 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 injunctive relief or other relief, the Indemnitor will have the right, upon written notice to the Indemnitee within [***] 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 Contract, if any, at which time the Indemnitor’s expense rights and shall make available 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 Indemnitee which is reached without the written consent of the Indemnitor. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the Indemnitor all pertinent information under the control of the Indemniteeomitted portions. CONFIDENTIAL F. No Warranty NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, which information shall be subject to Article 11EITHER EXPRESSED OR IMPLIED, BY FACT OR LAW, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS CONTRACT. PATHEON MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY IN RESPECT OF THE CLIENT’S PRODUCT.

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim (a "Third-Party Claim") which gives or could give rise 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 a right of indemnification under this Article 12Agreement, the Indemnitee party requesting indemnification ("Indemnitee") shall notify provide notification to the other Party party ("Indemnitor") within seven (7) days describing the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood amount 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 nature of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the IndemniteeThird-Party Claim; provided, however, that an any failure or delay in giving such notice shall only relieve the Indemnitor of its obligation to defend, indemnify, and hold the Indemnitee harmless to the extent it reasonably demonstrates its defense or settlement of the Claim was adversely affected thereby. The Indemnitor shall have sole control of the defense and of all negotiations for settlement of any Third-Party Claim and the Indemnitee shall have the right to retain its own counsel, cooperate 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 or settlement of the Indemnification any such 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 at the Indemnitor's expense. Notwithstanding the foregoing, and the Indemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such Claim or compromise unless the Indemnification Indemnitee consents to such settlement in writing. Where the Indemnitor does not request the Indemnitor to cooperate in the defense or settlement of any such Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or Indemnitee is involved, the scope or enforceability indemnitee may participate in the defense of the Patents Rights Claim at its own expense. If Indemnitor does not assume defense of the Third-Party Claim, the Indemnitee will defend or Knowsettle the Third-How)Party Claim, without the prior written consent utilizing counsel of the Indemnitee' s choice, which consentand Indemnitor shall reimburse the Indemnitee an amount equal to the aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate connection with the Indemnitor enforcement of the indemnification obligations set forth herein (including reasonable attorney's fees and costs), plus (iii) interest at the Indemnitor’s expense and shall make available to highest amount permitted by law on the Indemnitor all pertinent information under the control aggregate amount of the liabilities, plus the other costs and expenses incurred by the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A If a party entitled to indemnification pursuant to the terms of this Agreement (the "Indemnitee") receives any summons or any other written official or unofficial notice or threat of litigation or claim which it is to be indemnified against (the "Indemnified Matter"), it shall promptly notify the indemnifying party (the "Indemnitor"). Such notice must be in writing and include a reasonable identification of the alleged facts giving rise to the Indemnified Matter or, if applicable, a copy of the complaint which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”has been filed against the Indemnitee. If any Person or Persons (collectivelylitigation is instituted against an Indemnitee with respect to an Indemnified Matter, the “Indemnitor shall have the right, within 10 business days after the Indemnitor's receipt of notice of the Indemnified Matter, to select counsel which will represent that Indemnitee in connection with the Indemnified Matter, provided that such counsel is reasonably acceptable to that Indemnitee”) intends . Even if such counsel is acceptable to claim indemnification under this Article 12it, the Indemnitee shall notify the 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 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 nevertheless have the right to retain separate counsel at its own counselexpense which shall represent its interest with respect to the Indemnified Matter. If the Indemnitor timely selects counsel as required above, with the fees Indemnitor may pursue any litigation to a final determination by a court of competent jurisdiction, and expenses expressly reserves the right, at its sole discretion, to be appeal from any adverse judgment or order. If the Indemnitor fails to timely select counsel as required above, the Indemnitee shall, upon written notice to the Indemnitor, have the right to select its own counsel and to defend, settle, and pay the Indemnified Matter on its own. In that case, and provided under the terms of this Agreement the Indemnitee was entitled to indemnification as to the claim, the Indemnitor shall, promptly after its receipt of the Indemnitee's written demand for such, reimburse Indemnitee for the reasonable costs of the Indemnitee's defense of the Indemnified Matter, (including its reasonable attorneys' fees) and the judgment and/or settlement 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 12.2 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 (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 ***Confidential Treatment Requested*** 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 Patents Rights or Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayedwithheld. 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 As a condition to which the indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectivelythis Agreement, the “Indemnitee”) a UGARF Indemnitee that intends to claim indemnification under this Article 128 shall promptly notify Licensee and Sublicensees, the Indemnitee shall notify the other Party as applicable (such indemnifying entity, the “Indemnitor”) in writing promptly upon becoming aware of any liability or action in respect of which the UGARF Indemnitee 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 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 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 IndemniteeIndemnitor; provided, however, that an a UGARF Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the such UGARF 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 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayedwithheld. The 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 relieve such Indemnitor of any such liability to the UGARF Indemnitee with regard to such action under this Article 8. The UGARF Indemnitee, 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 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 or Section 12.2 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 12, the Indemnitee 11 shall promptly notify the other Party (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, the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the 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 by an 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 [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED OF REDACTED PORTIONS omission so to give such deliver written notice to the Indemnitor shall not relieve the Indemnitor of its indemnification obligation any liability to any Indemnitee otherwise than 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 soArticle 11. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorunder this Article 11, 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 Patents Rights or Know-How)its employees, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor 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 Vertex may claim indemnity under the control this Article 11 (on its own behalf or on behalf of the a Vertex Indemnitee), which information shall be subject to and other Vertex 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 In the event that the Company believes that it is entitled to indemnification under the provisions of the Undertaking, it shall deliver to the Escrow Holder a certificate setting forth in reasonable detail (i) the reason for which it claims indemnification, to which indemnification applies under Section 12.1 or Section 12.2 certificate shall be referred attached such documents as the Company has in its possession relating to herein as an “Indemnification Claim”. If any Person or Persons the claim (collectivelyother than privileged documents), (ii) the “Indemnitee”amount of the Company’s claim and (iii) intends its calculation of the number of shares of the Company’s Common Stock to which it is entitled to satisfy its claim indemnification under this Article 12, the Indemnitee shall notify the other Party (the “IndemnitorSeller’s Certificate”) 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 Escrow Holder shall have the right to assume and control the defense give notice of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable said claim to the Indemnitee; providedSeller, however, that an Indemnitee shall have the right to retain its own counsel, transmitting a copy of said certificate 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 proceedingssaid notice. If the Indemnitor does not assume Seller fails, within ten (10) Business Days after the defense of Seller is given said notice, to deliver to the Indemnification Claim as aforesaidEscrow holder a written response to said notice, the Indemnitee may defend the Indemnification Claim but Seller shall have no obligation claim to do sosaid shares. The Indemnitee If Seller delivers a notice to the Escrow Holder, claiming that the Company is entitled to no shares or a lesser number of shares than the Seller claimed in the Seller’s Certificate, Seller shall be entitled to the number of shares as to which no controversy exists, and, notwithstanding any other provision of this Escrow Agreement, the Escrow Holder shall not settle deliver to the Seller certificates representing the shares in controversy until the controversy be resolved by written agreement between the Seller and the Company or compromise a final and unappealable Order shall have been entered. Seller shall maintain custody of any shares to which the Indemnification Claim without Company is entitled until it shall have received (i) a stock power signed by Seller and bearing a Signature Guarantee, transferring said shares to the prior written consent Company, or (ii) some other instrument or Order sufficient for the Company’s transfer agent so to transfer said shares. Upon the Escrow Holder’s receipt of such stock power, instrument or Order, the Escrow Holder shall deliver certificates representing at least the number of shares to which the Company is entitled, together with such stock power, instrument or Order, to said transfer agent, instructing it (i) to issue a certificate representing the number of shares to which the Company is entitled to the Company and deliver it to the Company at its address for notice and (ii) to issue a certificate representing the balance of the Indemnitor, shares represented by the certificates so delivered in the nameof the Seller 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available deliver it to the Indemnitor all pertinent information under Escrow Holder (the control of the Indemnitee, which information shall be subject to Article 11.“Balance Certificate”). (c)

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 indemnification, on behalf of itself or Section 12.2 shall be referred to herein as any of its Affiliates, or any of their respective directors, officers, employees or agents CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTS, MARKED BY [***], HAS BEEN OMITTED BECAUSE BOLT BIOTHERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO BOLT BIOTHERAPEUTICS, INC. IF PUBLICLY DISCLOSED. (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 (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 limit or otherwise reduce the Indemnitor of its indemnification obligation under 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, the Indemnitor shall have sole control of the defense and/or settlement of such claim; provided, however, 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 Patents Rights or Know-How), claim without the prior written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheld or delayed. 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 indemnification applies under Section 12.1 6.4(a) or Section 12.2 6.4(b) shall be referred to herein as an “Indemnification Claim”. If any Person person or Persons entity (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Section 6.4, the Indemnitee shall notify the 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 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 when Allozyne is the Indemnitee, the scope or enforceability of the Sigma Patents Rights or Sigma Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayedwithheld. 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 5.1.

Indemnification Procedure. A claim party seeking indemnification (the "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnification applies under Section 12.1 or Section 12.2 shall indemnity may be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification sought under this Article 12, the Agreement. The Indemnitee shall notify give prompt written notice to the other Party party from whom indemnification is sought (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 Indemniteeassertion of a claim for indemnification; provided, however, that an the Indemnitee's failure to notify the Indemnitor shall not excuse the Indemnitor's obligation to indemnify the Indemnitee except to the extent that such failure prejudices the Indemnitor's defense of any such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 13 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall have provide the right Indemnitor twenty (20) calendar days to retain decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its own counselexpenses in doing so. The Indemnitor shall (with, with if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the fees insurance company insuring against any such claim and expenses undertaking to be paid defend such claim, or by other counsel selected by it and approved 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Idemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available fully assign to the Indemnitor all pertinent information under the control entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee, which information shall be subject to Article 11.

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 or Section 12.2 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 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 the 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 Indemnitee; providedsuit, howeveraction, that an Indemnitee shall have the right to retain its own counselinvestigation, with the fees and expenses to be paid by the Indemniteeclaim, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual proceeding, 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 11settlement thereof.

Indemnification Procedure. A party seeking indemnification (the "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim to for indemnification, but in no event longer than (a) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (b) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 7.3 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”is based. If any Person action or Persons (collectively, the “Indemnitee”) intends proceeding shall be brought in connection with any liability or claim to claim indemnification under this Article 12be indemnified hereunder, the Indemnitee shall notify provide the other Party Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the “Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor”) in writing promptly upon becoming aware , including the filing of any claim that may be an Indemnification Claim (it being understood and agreednecessary responsive pleadings, howeverthe seeking of emergency relief or other action necessary to maintain the status quo, that the failure by an Indemnitee subject to give such notice shall not relieve reimbursement from 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)expenses in doing so. The Indemnitor shall have the right to assume and control the defense (with, if necessary, reservation of the Indemnification Claim rights) defend such action or proceeding at its own expense with expense, using counsel selected by the Indemnitor insurance company insuring against any such claim and reasonably acceptable undertaking to the Indemnitee; provideddefend such claim, however, that an Indemnitee shall have the right to retain its own counsel, with the fees or by other counsel selected by it and expenses to be paid approved 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available fully assign to the Indemnitor all pertinent information under the control entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee, which information shall be subject to Article 11.. *CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION CONFIDENTIAL TREATMENT ----------------------

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 8.1 or Section 12.2 8.2 shall be referred to herein as an “Indemnification Claim”. .” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 128, the Indemnitee shall notify the 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 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 to which the Indemnitee does not 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 proceedingsobject. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 8.3, 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 that would impose any obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Patents Rights or Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 117.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 9.3, 9.4 or Section 12.2 shall 9.5 will be referred to herein as an “Indemnification Claim”. If any Person KKC Indemnitee or Persons Aevi Indemnitee (collectivelyeither, the an “Indemnitee”) intends to claim indemnification under this Article 129, the Indemnitee shall will notify the 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 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 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 Claim as aforesaiddescribed in this Section 9.6, the Indemnitee may defend the Indemnification Claim Claim, but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will 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 Patents Rights either Party’s intellectual property, or Know-HowConfidential Information or patent or other rights licensed to Aevi by KKC hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld withheld, conditioned or delayed. 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 considered Confidential Information and subject to Article 115.

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 a Party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12hereunder, the Indemnitee shall promptly notify the other Party (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 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)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 IndemniteeIndemnitor; 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 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, 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 otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The 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 or Section 12.2 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 other Party 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 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)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 IndemniteeIndemnitor; 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 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available failure to deliver notice to the Indemnitor all pertinent information 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 control of omission so to deliver notice to the Indemnitee, which information Indemnitor shall be subject to Article 11.not relieve it of

Indemnification Procedure. A claim If an Indemnified Party is aware that a claim, demand or other circumstance exists that has given or would reasonably be expected to which indemnification applies under Section 12.1 or Section 12.2 shall be referred give rise to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim a right of indemnification under this Article 12XIV (whether or not the amount of the claim is then quantifiable), the Indemnitee Indemnified Party shall notify promptly give written notice of such claim, demand or circumstance to the other Indemnitor, and the Indemnified Party (will thereafter keep the “Indemnitor”) in writing promptly upon becoming aware Indemnitor reasonably informed with respect to such claim, demand or circumstance, provided that failure of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee Indemnified Party to give such the Indemnitor prompt notice as provided in this Agreement shall not relieve the Indemnitor of its indemnification obligation obligations under this Agreement except and only to the extent extent, if any, that the Indemnitor is Indemnitor’s rights shall have been actually prejudiced as a result by reason of such failure to give notice)failure. The Indemnified Party shall supply the Indemnitor with such information regarding such claim, action, suit or other proceeding as the Indemnitor reasonably requests. If any claim, action, suit or other proceeding is brought against an Indemnified Party, the Indemnitor shall have the right be entitled to assume and control participate in (and, in its discretion, to assume) the defense of the Indemnification Claim at its own expense such claim, action, suit or other proceeding with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; Indemnified Party, provided, however, that an Indemnitee the Indemnified Party shall have the right be entitled to retain participate in any such claim, action, suit or other 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 Indemnitee, if representation Indemnitor’s counsel may present a conflict of such Indemnitee by interest or there may be defenses available to the counsel retained by Indemnified Party which are different from or in addition to those available to 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 assumes the defense of any claim, action, suit or other proceeding as provided in this Section 14.3, the Indemnified Party shall be permitted to join in the defense of such claim, action, suit or other proceeding with counsel of its own selection and at its own expense (unless provided otherwise in this Section 14.3). If the Indemnitor shall not promptly assume the defense of the Indemnification Claim as aforesaidany claim, action, suit or other proceeding, the Indemnitee Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate at the Indemnification Claim but expense of the Indemnitor. Neither Party shall have no obligation settle, compromise, discharge or consent to do so. The Indemnitee an entry of judgment with respect to a claim, action, suit or other proceeding subject to indemnification under this Article XIV without the other Party’s prior written consent (which consent shall not settle be unreasonably withheld, conditioned or compromise delayed); provided that the Indemnification Claim Indemnitor may agree without the prior written consent of the IndemnitorIndemnified Party to any settlement, and the Indemnitor shall not settle compromise, discharge or compromise the Indemnification Claim in any manner which would have consent to an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability entry of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, judgment in each casecase that by its terms (i) unconditionally releases the Indemnified Party and its Affiliates from all liability or obligation in connection with such claim and (ii) does not impose injunctive or other non-monetary equitable relief against the Indemnified Party or its Affiliates, shall not be unreasonably withheld or delayed. 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 11their respective businesses.

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 Licensed Patents Rights Rights, Licensed Products or Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld withheld, delayed or delayedconditioned 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 In the event that Lender discovers or otherwise becomes aware of an indemnification claim to which indemnification applies arising under Section 12.1 or Section 12.2 8.8 of this Agreement, Lender shall be referred give written notice to herein as an “Indemnification Claim”. If Borrower, specifying such claim, and may thereafter exercise any Person or Persons (collectively, the “Indemnitee”) intends remedies available to claim indemnification Lender under this Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedAgreement; provided, however, that the failure by an Indemnitee of Lender to give such notice as provided herein shall not relieve Borrower of any obligations hereunder, to the Indemnitor extent Borrower is not materially prejudiced thereby. Further, promptly after receipt by Lender of its written notice of the commencement of any action or proceeding with respect to which a claim for indemnification obligation under this Agreement except may be made pursuant to Section 8.8, Lender shall, if a claim in respect thereof is to be made against Borrower, give written notice to Borrower of the commencement of such action; provided however, that the failure of Lender to give notice as provided herein shall not relieve Borrower of any obligations hereunder, to the extent Borrower is not materially prejudiced thereby. In case any such action is brought against Lender, Borrower shall be entitled to participate in and only to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that the Indemnitor is actually prejudiced as a result it may wish, with counsel reasonably satisfactory to Lender, and after notice from Borrower to Lender of such failure to give notice). The Indemnitor shall have the right its election so to assume and control the defense thereof, Borrower shall not be liable to Lender for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof unless Borrower has failed to assume the defense of such claim and to employ counsel reasonably satisfactory to Lender. If Borrower elects not to assume the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provideddefenses of a claim, however, that an Indemnitee Borrower shall have the right to retain its own counsel, with not be liable for the fees and expenses of more than one counsel in any single jurisdiction with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, Lender will be entitled to select its own counsel and assume defense of any action brought against it if Borrower fails to select counsel reasonably satisfactory to Lender, the expenses of such defense 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 proceedingsBorrower. 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 Borrower shall not settle consent to entry of any judgment or compromise the Indemnification Claim enter into any settlement with respect to a 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 Patents Rights or Know-How), without the prior written consent of the IndemniteeLender, which consent, in each case, consent shall not be unreasonably withheld withheld, or delayedunless such judgment or settlement includes as an unconditional term thereof a release of Lender by the claimant or plaintiff from all liability with respect to such claim. The Indemnitee Lender shall reasonably cooperate with not consent to entry of any judgment or enter into any settlement of any such action, the Indemnitor defense of which has been assumed by Borrower, without the consent of Borrower, which consent shall not be unreasonably withheld. In the event that Lender becomes entitled to compensation from Borrower pursuant to the provisions of Section 8.8, any such compensation shall bear interest at that Highest Lawful Rate per annum from the Indemnitor’s expense date of Lender's payment of any claims until paid by Borrower and shall make available to the Indemnitor all pertinent information under the control be part of the Indemnitee, which information shall be subject to Article 11Obligation secured by the Bank Liens.

Indemnification Procedure. A claim If either party receives notice of an actual or threatened claim, cause, or action which may give rise 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 of it under this Article 12Agreement, that party (the Indemnitee "Indemnitee") shall promptly notify the other Party (the “"Indemnitor”") in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedthe claim, howevercause or action; PROVIDED, HOWEVER, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement any liability hereunder (except and only to the extent that the Indemnitor is actually prejudiced as a result has suffered actual material prejudice by such failure). The Indemnitee shall tender sole defense and control of such failure claim to the Indemnitor; provided, however, Indemnitor is a named party to the claim. The Indemnitee shall, if requested by the Indemnitor, give notice)reasonable assistance to the Indemnitor in defense of any claim. The Indemnitor shall reimburse the Indemnitee for any reasonable legal expenses directly incurred from providing such assistance, as such expenses are incurred. 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 consent to the Indemnitee; providedentry of judgment with respect to, howeveror otherwise settle, that an Indemnitee shall have the right to retain its own counsel, indemnified claim 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheld withheld; provided, however, that the Indemnitee may withhold its consent if any such judgment or delayedsettlement imposes any unreimbursed monetary or continuing nonmonetary obligation on such [*] 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. The Indemnitee shall reasonably cooperate with party or does not include an unconditional release of that party and its affiliates from all liability in respect of claims that are the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control subject matter of the Indemnitee, which information shall be subject to Article 11indemnified claim.

Indemnification Procedure. A claim All Losses and Expenses incurred by the Indemnitee in connection with a Claim which are subject to which indemnification applies under Section 12.1 or Section 12.2 by the Company pursuant to the provisions of this Agreement shall be referred appropriately substantiated by the Indemnitee in accordance with the reasonable policies of the Company in effect from time to herein as an “Indemnification Claim”time. If any Person or Persons (collectively, All payments on account of the “Indemnitee”) intends to claim Company’s indemnification obligations under this Article 12Agreement, other than advances pursuant to Section 3, shall be made within thirty (30) days of the Indemnitee’s written request therefor unless, prior to the expiration of such thirty (30) day period, a determination that the Indemnitee shall notify the other Party is not permitted to be indemnified under applicable law is made by (the “Indemnitor”i) 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 majority vote of the Indemnification Claim at its own expense with counsel disinterested directors of the Company, even though less than a quorum; (ii) a majority vote of the disinterested stockholders of the Company; (iii) independent legal counsel, selected by majority vote of the Indemnitor disinterested directors of the Company and reasonably acceptable to the Indemnitee, in a written opinion; providedor (iv) a final order by a court of competent jurisdiction from which there is no further right of appeal. Notwithstanding the foregoing provisions of this Section 6, howevera determination pursuant to clause (i), (ii) or (iii) above that an the Indemnitee is not entitled to indemnification under applicable law shall not be binding on the Indemnitee and shall not create any presumption that the Indemnitee has not met the applicable standard of conduct required by applicable law if, within thirty (30) days of the Indemnitee’s receipt of written notice of such determination, the Indemnitee commences legal proceedings in a court of competent jurisdiction seeking a determination that the Indemnitee would be entitled to indemnification by the Company under applicable law. In such event, the Company shall have the right burden of proving that indemnification of the Indemnitee is not required under this Agreement, and the final disposition of such proceeding (whether by settlement or judicial determination as to retain which all rights of appeal therefrom have been taken or lapsed) shall be binding on the parties. During the pendency of any such proceeding (and any appeal therefrom) and until its own counselfinal disposition, with the fees and Company shall pay the Indemnitee all of the expenses of such proceeding. In the event that any action is instituted in which the Indemnitee seeks indemnification under this Agreement, or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all costs and expenses, including reasonable attorneys' fees and costs, incurred by the IndemniteeIndemnitee with respect to such action, if representation of unless the court determines that such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual action was not brought in good faith 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 sowas frivolous. The Indemnitee hereby undertakes to repay the Company for all advances in connection with such proceeding if it shall ultimately be determined in such proceeding and all appeals therefrom that the Indemnitee is 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available entitled to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11indemnification hereunder.

Indemnification Procedure. A Any party making a claim to which for indemnification applies under this Section 12.1 or Section 12.2 shall be referred to herein as 10.3 (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 indemnifying party (the an “Indemnitor”) of the claim in writing promptly upon becoming aware promptly, but in no event more than 10 business days, after receiving written notice of any action, lawsuit, proceeding, investigation or other claim that may be an Indemnification Claim against it or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (it being understood if known and agreed, however, quantifiable) and the basis thereof; provided that the failure by to so notify an Indemnitee to give such notice Indemnitor shall not relieve the Indemnitor of its indemnification obligation under this Agreement obligations hereunder except (i) to the extent that (and only to the extent that that) such failure shall have caused the damages for which the Indemnitor is actually obligated to be greater than such damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder or (ii) the Indemnitor is otherwise prejudiced as a result by such failure in which case only to the extent of such failure prejudice. With respect to give notice). The any third-party claim, any Indemnitor shall have the right be entitled to assume and control participate in the defense of the Indemnification Claim such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its own expense with option (subject to the limitations set forth below) shall be entitled to appoint regionally- recognized and reputable 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 lead counsel in connection with such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddefense; provided further that, 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 assuming control of such defense, it shall first (i) verify to the Indemnitee, which information Indemnitee in writing that such Indemnitor shall be subject fully responsible (with no reservation of any rights) for all liabilities and obligations relating to Article 11.such claim for indemnification and that it shall provide full indemnification (whether or not otherwise required hereunder) to the Indemnitee with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder and (ii) enter into an agreement with the Indemnitee in form and substance reasonably satisfactory to the Indemnitee (including with respect to Indemnitor’s creditworthiness) which agreement unconditionally guarantees the payment and performance of any liability or obligation which may arise with respect to such action, lawsuit, proceeding, investigation or facts giving rise to such claim for indemnification hereunder; and provided further that:

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 Sellers seek indemnification under this Article 1212.4 hereof, Seller shall give prompt written notice to Purchaser of each claim for indemnification hereunder, specifying the Indemnitee shall notify amount and nature of the other Party (claim, and of any matter which in the “Indemnitor”) in writing promptly upon becoming aware opinion of the Sellers is likely to give rise to an indemnification claim. In the event of any claim that may for indemnification hereunder resulting from or in connection with any claim or legal proceeding brought by, or which the Sellers reasonably believe is likely to be an Indemnification Claim (it being understood and agreedbrought by, howevera third party, that the failure by an Indemnitee to give such notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Purchaser, within ten (10) days after the Sellers has given such notice (or within such shorter period of time as an answer or responsive motion may be required), shall acknowledge in writing its obligation to indemnify. Purchaser shall then have the right to control, at its sole cost and expense, the defense of such claim or proceeding, with counsel reasonably satisfactory to the Sellers. The Sellers shall not relieve settle or compromise such claim or proceeding without the Indemnitor written consent of the Purchaser, which consent shall not unreasonably be withheld or delayed. The Sellers may in any event participate in any such defense with its indemnification obligation under this Agreement except own counsel and at its own expense. Each of the parties hereto shall cooperate in the defense of any claim and shall provide the other with access to records as may reasonably be required. Notwithstanding the foregoing, the rights of Sellers to be indemnified hereunder shall not be adversely affected by the Sellers' failure to give notice in accordance with the foregoing unless and only to the extent that the Indemnitor Purchaser is actually 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 Any person or entity entitled to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an hereunder (a “Indemnification Claim”. If any Person or Persons (collectively, the “IndemniteeCovered Person”) intends agrees to give prompt written notice to the indemnifying party after the receipt by such Covered Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Covered Person is entitled to claim indemnification under or contribution pursuant to this Article 12Exhibit A, the Indemnitee shall notify the 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 but the failure by an Indemnitee to give such notice shall not relieve the Indemnitor indemnifying party of its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually indemnifying party has been materially prejudiced with respect to its ability to defend against such claim as a result consequence of such failure to give notice). The Indemnitor shall have the right to assume and control the defense Unless a conflict 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 interest may exist between such Indemnitee Covered Person and any other the indemnifying party represented by with respect to such counsel in such proceedings. If claim, the Indemnitor does not Covered Person shall permit the indemnifying party to assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation such claim with counsel reasonably satisfactory to do sosuch Covered Person. The Indemnitee shall indemnifying party will not settle or compromise the Indemnification Claim be subject to any liability for any settlement made without the prior written its 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 Patents Rights or Know-How), without the prior written but such consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld or delayed). The Indemnitee No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect of such claim or litigation. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses with respect to such claim of more than one counsel (and, if necessary, for one local counsel to advise solely on matters related to local civil court procedures or state securities or blue sky law matters related to the claim) for the Covered Person with respect to which a claim has been asserted (which fees and expenses will be paid as they are billed to the Covered Person) unless a conflict of interest may exist between such Covered Person and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall reasonably cooperate be obligated to pay the fees and expenses of such additional counsel or counsels as shall be necessary to eliminate such conflicts in connection with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control representation of the Indemnitee, which information shall be subject to Article 11indemnified parties.

Indemnification Procedure. A claim If a party entitled to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an hereunder (“Indemnification Claim”. If any Person or Persons (collectively, the “IndemniteeIndemnified Party”) intends is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to claim give rise to a right of indemnification under this Article 12XIII (whether or not the amount of the claim is then quantifiable), the Indemnitee such Indemnified Party shall notify promptly give written notice thereof to the other Party party (the “Indemnitor”) in writing promptly upon becoming aware ), and the Indemnified Party will 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 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 extent, if any, that the Indemnitor Indemnitor’s rights shall have been prejudiced or the Indemnitor’s liability shall have been materially increased thereby. In case any such action, suit or proceeding is actually prejudiced as a result of such failure to give notice). The brought against an Indemnified Party, the Indemnitor shall have the right be entitled to assume and control participate in (and, in its discretion, to assume) the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable satisfactory to the Indemnitee; Indemnified Party, provided, however, that an Indemnitee the Indemnified Party shall have be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the right expense of the Indemnitor if, in the good faith judgment of the Indemnified Party’s counsel, representation by the Indemnitor’s counsel may present a conflict of interest or there may be defenses available to retain the Indemnified Party which are different from or in addition to those available to the Indemnitor. In no event shall Indemnitor be liable for the fees and expenses of more than one counsel, separate from its own counsel, for all Indemnified Parties in connection with any one action or separate but similar or related actions in the fees and expenses same jurisdiction arising out of the same allegations or circumstances. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to be paid the Indemnitor’s liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the Indemniteeclaimant or plaintiff of a release of the Indemnified Party, if representation of in form and substance reasonably satisfactory to the Indemnified Party and its counsel, from all liability with respect to such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual 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 13.3, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense. 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 11withheld.

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 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 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 withheld, delayed or delayedconditioned 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. 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.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 An Indemnitee (whether a CCF Indemnitee or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “a COMPANY Indemnitee”) that intends to claim indemnification under this Article 12, Paragraph 10.6 will give notice to the Indemnitee shall notify the other Party (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 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)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 Patents Rights or 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 or delayedother than one as to which the indemnifying 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 indemnification applies under Section 12.1 11.1 or Section 12.2 11.2 shall be referred to herein as an “Indemnification Claim”. .” If any Person or Persons Person (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1211, the Indemnitee shall notify the 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 [***] 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. Execution Version 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 11.3 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 or the scope or enforceability of the Patents Rights or Know-HowAgreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 1110.

Indemnification Procedure. A claim to which indemnification applies (a) An indemnified party 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 (the “Indemnitor”) in writing promptly upon becoming aware 10.4 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 shall give prompt written notice to SPSS (when and only to the extent that the Indemnitor is actually prejudiced as a result indemnified party has actual knowledge thereof) of such failure any condition, event or occurrence or the commencement of any action, suit or proceeding for which indemnification may be sought, and SPSS, through counsel reasonably satisfactory to give notice). The Indemnitor the indemnified party, shall have the right to assume and control the defense of the Indemnification Claim at its own expense thereof or other indemnification obligation with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteerespect thereto; provided, however, that an Indemnitee any indemnified party shall have the right be entitled to retain participate in any such action, suit or proceeding with counsel of its own counselchoice but at its own expense; and provided, further, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of SPSS, if, under applicable canons of ethics, joint representation of DeltaPoint and SPSS presents a conflict of interest. In any event, if SPSS fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses to of its attorneys will be paid covered by the Indemniteeindemnity provided for in Section 10.4. No action, if representation suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests 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 SPSS without the prior written consent of the Indemnitor, and the Indemnitor SPSS (which shall not be unreasonably withheld); provided, however, that DeltaPoint may settle any claim or compromise cause of action without SPSS's consent, but in such case SPSS shall not be required to reimburse DeltaPoint for its Losses except and to the Indemnification Claim extent that a court of competent jurisdiction finally determines on appeal that SPSS must indemnify DeltaPoint therefor. Notwithstanding anything in any manner which would have an adverse effect on this Section 10.5 to the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Patents Rights or Know-How)contrary, SPSS shall not, without the prior written consent of the Indemniteeindemnified party, which consent(i) settle or compromise any action, in each case, shall not be unreasonably withheld suit or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available proceeding or consent to the Indemnitor entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all pertinent information under liability in respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may materially and adversely affect the control indemnified party other than as a result of money damages or other money payments. SPSS shall pay all expenses, including attorneys' fees, that may be incurred by any indemnified party in enforcing the Indemnitee, which information shall be subject to Article 11indemnity provided for in Section 10.4.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 or Section 12.2 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 hereunder, shall give to claim indemnification under this Article 12, the Indemnitee shall notify the other Party 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 of 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 Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the appropriate 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 ’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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The delayed or (ii) obtaining an unconditional release of the appropriate Indemnitee shall reasonably cooperate with 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 at shall have stated in a writing delivered to the Indemnitor’s expense Indemnitee that, as between the Indemnitor and 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 further that the Indemnitor shall make not be entitled to control the defense of any claim if in the reasonable opinion of counsel for the Indemnitee there are one or 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 11.Indemnitee for any Indemnitor. VERSION WITH CONFIDENTIAL TERMS EXCLUDED

Indemnification Procedure. A claim i) Promptly after receipt by a Seller Indemnified Party of notice by a third party of any complaint or the commencement of any action or proceeding with respect 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 is being sought under this Article 12Agreement, the Indemnitee such Seller Indemnified Party shall notify Buyer of such complaint or of the other Party (the “Indemnitor”) in writing promptly upon becoming aware commencement of any claim that may be an Indemnification Claim (it being understood and agreedsuch action or proceeding; provided, however, that the failure by an Indemnitee to give such notice shall so notify Buyer does not relieve the Indemnitor of its indemnification obligation under this Agreement Buyer from liability for such claim except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice)notify Buyer results in the forfeiture of, or otherwise prejudices Buyer's or any of its affiliates ability to establish rights and defenses otherwise available to Buyer or any of its affiliates with respect to such claim. The Indemnitor shall Buyer will have the right right, upon written notice to the Seller Indemnified Party, to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Seller Indemnified Party and the payment of the reasonable fees and disbursements of such counsel as incurred. If Buyer does not elect to assume control of the defense of any such claims, Buyer shall be bound by the results otherwise obtained with respect to such claim. In the event, however, that Buyer declines or fails to assume the defense of the Indemnification Claim at its own expense with action or proceeding or to employ counsel selected by reasonably satisfactory to such Seller Indemnified Party, in either case in a timely manner, then such Seller Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and Buyer shall pay the Indemnitor reasonable fees and reasonably acceptable to the Indemniteedisbursements of such counsel as incurred; provided, however, that an Indemnitee Buyer is not required to pay the fees and disbursements of more than one counsel for all Seller Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought under this Agreement, the Seller Indemnified Parties or Buyer, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counselcounsel at such party's own expense. The Seller Indemnified Parties or Buyer, with as the fees and expenses case may be, shall at all times use reasonable efforts to be paid by keep Buyer or the IndemniteeSeller Indemnified Parties, if representation as the case may be, reasonably apprised 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 status of the defense of any claim the Indemnification Claim as aforesaid, defense of which they are maintaining and to cooperate in good faith with each other with respect to the Indemnitee defense of any such action. No Seller Indemnified Party 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 from Buyer under this Agreement without the prior written consent of the IndemnitorBuyer, unless such settlement, compromise or consent includes an unconditional release of Buyer and the Indemnitor shall its affiliates from all liability arising out of such claim and does not settle contain any equitable order, judgment or compromise the Indemnification Claim term which in any manner which would have an adverse effect on affects, restrains or interferes with the Indemnitee’s interests (including business of Buyer, any rights under this Agreement or the scope or enforceability of the Patents Rights Buyer Indemnified Parties or Know-How)any of their respective affiliates. Buyer shall not, without the prior written consent of each of the IndemniteeSeller, settle or compromise any claim or consent to the entry of any judgment with respect to which consentindemnification is being sought under this Agreement unless such settlement, compromise or consent includes an unconditional release of the Seller Indemnified Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which in each caseany material manner affects, shall not be unreasonably withheld restrains or delayed. The Indemnitee shall reasonably cooperate interferes with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control business of the Indemnitee, which information shall be subject to Article 11Seller Indemnified Parties or any of their respective affiliates.

Indemnification Procedure. A party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim to for indemnification, but in no event longer than (a) thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or (b) sixty (60) days after the assertion of such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 8.10 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”is based. If any Person action or Persons (collectively, the “Indemnitee”) intends proceeding shall be brought in connection with any liability or claim to claim indemnification under this Article 12be indemnified hereunder, the Indemnitee shall notify provide the other Party Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the “Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor”) in writing promptly upon becoming aware , including the filing of any claim that may be an Indemnification Claim (it being understood and agreednecessary responsive pleadings, howeverthe seeking of emergency relief or other action necessary to maintain the status quo, that the failure by an Indemnitee subject to give such notice shall not relieve reimbursement from 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)expenses in doing so. The Indemnitor shall have the right to assume and control the defense (with, if necessary, reservation of the Indemnification Claim rights) defend such action or proceeding at its own expense with expense, using counsel selected by the Indemnitor insurance company insuring against any such claim and reasonably acceptable undertaking to the Indemnitee; provideddefend such claim, however, that an Indemnitee shall have the right to retain its own counsel, with the fees or by other counsel selected by it and expenses to be paid approved 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available fully assign to the Indemnitor all pertinent information under the control entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim or claims of the Indemnitee, which information shall be subject to Article 11.

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 or Section 12.2 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 other Party Buyer) providing indemnification (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; 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 or (iii) a final order, decree or judgment of such Indemnitee by a court of competent jurisdiction (the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee time for appeal having expired 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 Patents Rights or 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, which consent, in each case, shall not be unreasonably withheld settle or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available compromise any claim or consent to the Indemnitor entry of any judgment with respect to which indemnification 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 pertinent information under the control liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee, which information shall be subject to Article 11(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.

Indemnification Procedure. A If a claim to occurs for which a party has an indemnification applies obligation under Section 12.1 10.3 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person 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 other Party 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 effects of the claim; (c) reasonably cooperate with 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 in the defense of the Indemnification Claim at its own expense claim; and (d) permit the Manufacturing Services Agreement 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 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 Patents Rights or Know-How), without the prior written consent of the Indemniteeother party, which consent, in each case, shall consent will not be unreasonably withheld or delayed. The If the Indemnitee shall reasonably cooperate with 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 injunctive relief or other relief, the Indemnitor will have the right, upon written notice to the Indemnitee within five 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 expense rights and shall make available 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 Indemnitor all pertinent information under Indemnitee which is reached without the control written consent of the Indemnitee, which information shall be subject to Article 11Indemnitor.

Indemnification Procedure. A (a) Whenever the Buyer seeks indemnification for any losses described in Section 5.3(provided the Escrow Agent is holding Escrow Funds) , the Buyer shall provide notice of such claim to which indemnification applies under Section 12.1 or Section 12.2 the Escrow Agent pursuant to the terms of the Escrow Agreement and the Escrow Agent shall be referred disburse the Escrow Fund to herein as an “Indemnification Claim”the Buyer in accordance with the terms of the Escrow Agreement. The terms of the Escrow Agreement shall substantially provide that : If the Escrow Agent receives written instructions signed by both the Buyer and the Seller directing disbursement of the Escrow Funds in the Escrow Account, the Escrow Agent shall disburse such funds in accordance with such instructions within 5 days after receiving such instructions. If any Person or Persons (collectively, prior to fifteen months after the “Indemnitee”) intends Closing the Buyer simultaneously delivers to claim indemnification under this Article 12, Seller and the Indemnitee shall notify Escrow Agent a written notice signed by the other Party Buyer (the “IndemnitorDistribution Notice”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, stating that the failure by an Indemnitee Buyer or any Buyer Indemnified Person as defined in Section 5.3 of this Agreement is entitled to give indemnification under Section 5.3 of this Agreement, and stating the amount of the funds in the Escrow Account to be distributed to Buyer to satisfy such indemnification obligations (such notice shall not relieve to specify in reasonable detail the Indemnitor of its indemnification obligation under this Agreement except basis for Buyer’s claim and only to the extent that basis for 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 calculation 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 amount of the Indemnification Claim as aforesaidclaim), then unless the Escrow Agent receives a written objection from the Seller (an “Objection”) within fifteen business days after the Seller received such Distribution Notice, the Indemnitee may defend Escrow Agent shall (i) promptly notify 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, Buyer and the Indemnitor shall not settle or compromise Seller that no Objection was received from 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 Patents Rights or KnowSeller within such fifteen-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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.day period and

Indemnification Procedure. A claim to which Each Party, if seeking indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons this Article 12 (collectively, the “Indemnitee”) intends ), shall give prompt written notice of the claim to claim indemnification under this Article 12, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed); provided, however, that the any failure by an Indemnitee to give or delay in providing such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement obligation, except and only to the extent that the Indemnitor it is actually prejudiced as a result of by such failure or delay. Each Party shall furnish promptly to give notice)the other Party, copies of all papers and official documents received in respect of any Losses and Claims. The Indemnitee shall cooperate as requested by the Indemnitor in the defense against any Losses and Claims. The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim 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 conflict of interest 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 indemnification claim as aforesaiddescribed in this Section 12.3, the Indemnitee may defend the Indemnification Claim indemnification claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim indemnification claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim 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 Patents any Patent Rights or Know-HowConfidential Information or other rights licensed to Licensee by Licensor hereunder), without the prior written consent of the Indemnitee, which consent, in each casecase (by Indemnitor or Indemnitee), shall not be unreasonably withheld or delayedwithheld. 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. The Indemnitor shall not be liable for any settlement or other disposition of Losses and Portions of this Exhibit, indicated by the xxxx “[***]”, 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.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 11.6(a) or Section 12.2 shall 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 (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 Patents Rights or Know-How)interests, without the prior written consent of the [***] 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. Indemnitee, which consent, in each case, shall will not be unreasonably withheld or delayedwithheld. 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 which indemnification applies under Section 12.1 If a LONZA Indemnitee or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons a IMMUCELL Indemnitee (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Clause 8, the Indemnitee it shall promptly notify the other Party 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 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)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 ImmuCell Corporation 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consentits employees and agents, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at and its legal representatives in the investigation of any liability covered by this Clause 8. The obligations of this Clause 8.6 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 8. It is understood that only LONZA or IMMUCELL may claim indemnity under this Clause 8 (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 (a) An indemnified party 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 (the “Indemnitor”) in writing promptly upon becoming aware SECTION 10.4 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 shall give prompt written notice to SPSS (when and only to the extent that the Indemnitor is actually prejudiced as a result indemnified party has actual knowledge thereof) of such failure any condition, event or occurrence or the commencement of any action, suit or proceeding for which indemnification may be sought, and SPSS, through counsel reasonably satisfactory to give notice). The Indemnitor the indemnified party, shall have the right to assume and control the defense thereof or other indemnification obligation with respect thereto; PROVIDED, HOWEVER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of the Indemnification Claim its own choice but at its own expense expense; and PROVIDED, FURTHER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain of its own counselchoice at the expense of SPSS, with if, under applicable canons of ethics, joint representation of DeltaPoint and SPSS presents a conflict of interest. In any event, if SPSS fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses to of its attorneys will be paid covered by the Indemniteeindemnity provided for in SECTION 10.4. No action, if representation suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests 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 SPSS without the prior written consent of the Indemnitor, and the Indemnitor SPSS (which shall not be unreasonably withheld); PROVIDED, HOWEVER, that DeltaPoint may settle any claim or compromise cause of action without SPSS's consent, but in such case SPSS shall not be required to reimburse DeltaPoint for its Losses except and to the Indemnification Claim extent that a court of competent jurisdiction finally determines on appeal that SPSS must indemnify DeltaPoint therefor. Notwithstanding anything in any manner which would have an adverse effect on this SECTION 10.5 to the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Patents Rights or Know-How)contrary, SPSS shall not, without the prior written consent of the Indemniteeindemnified party, which consent(i) settle or compromise any action, in each case, shall not be unreasonably withheld suit or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available proceeding or consent to the Indemnitor entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all pertinent information under liability in respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may materially and adversely affect the control indemnified party other than as a result of money damages or other money payments. SPSS shall pay all expenses, including attorneys' fees, that may be incurred by any indemnified party in enforcing the Indemnitee, which information shall be subject to Article 11indemnity provided for in SECTION 10.4.

Indemnification Procedure. A Any party making 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 for indemnification under this Article 12, the Indemnitee IX (an "Indemnitee") shall notify the other Party indemnifying party (an "Indemnitor") of the “Indemnitor”) claim in writing promptly upon becoming aware after receiving written notice of any action, lawsuit, proceeding, investigation or other claim that may be an Indemnification Claim against it (it being understood if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and agreed, however, quantifiable) and the basis thereof; provided that the failure by to so notify an Indemnitee to give such notice Indemnitor shall not relieve the Indemnitor of its indemnification obligation under this Agreement obligations hereunder except to the extent that (and only to the extent that that) such failure shall have caused the damages for which the Indemnitor is actually obligated to be greater than such damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder or the Indemnitor is otherwise prejudiced as a result of by such failure failure. With respect to give notice). The any third-party claim, any Indemnitor shall have the right be entitled to assume and control participate in the defense of the Indemnification Claim such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its own expense with option (subject to the limitations set forth below) shall be entitled to appoint a Los Angeles regionally-recognized and reputable 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 lead counsel in connection with such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddefense; provided further that, 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. 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 assuming control of such defense, it shall first (i) verify to the Indemnitee, which information Indemnitee in writing that such Indemnitor shall be subject fully responsible (with no reservation of any rights) for all liabilities and obligations relating to Article 11.such claim for indemnification and that it shall provide full indemnification (whether or not otherwise required hereunder) to the Indemnitee with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder and (ii) enter into an agreement with the Indemnitee in form and substance reasonably satisfactory to the Indemnitee (including with respect to Indemnitor's creditworthiness) which agreement unconditionally guarantees the payment and performance of any liability or obligation which may arise with respect to such action, lawsuit, proceeding, investigation or facts giving rise to such claim for indemnification hereunder; and provided further that:

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 (collectivelyTo the extent reasonably feasible, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee CHOP shall notify the other Party (the “Indemnitor”) Customer in writing of any Claim that, in CHOP’s reasonable judgment, is likely to lead to a claim for indemnification. Customer shall promptly assume the entire defense of such Claim following CHOP’s written notice, and shall, promptly upon becoming aware notice from CHOP of any claim that may be an Indemnification prior expenses, reimburse any CHOP Indemnitee for any expenses, fees or costs incurred by any CHOP Indemnitee with respect to defense of such 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 prior to the extent that date of Customer’s assumption of the Indemnitor is actually prejudiced as a result of such failure to give notice)defense. The Indemnitor Customer shall have the right to assume manage the defense and control settlement of any Claim, except that (A) Customer shall consult with the affected CHOP Indemnitee regularly with respect to all material matters pertaining to the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteeany such Claim; provided, however, that an Indemnitee (B) CHOP shall have the right to retain its own counsel, with the fees and expenses approve Customer’s choice of counsel to be paid by the Indemnitee, if representation of defend 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 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 Patents Rights or Know-How), without the prior written consent of the IndemniteeClaim, which consent, in each case, approval shall not be unreasonably withheld or delayedby CHOP and (C) Customer may not enter into any settlement on behalf of any CHOP Indemnitee without CHOP’s prior written approval, which approval shall not be unreasonably withheld by CHOP. The Indemnitee CHOP may not enter into any settlement of any such Claim as to which Customer has an obligation to indemnify CHOP without the written permission of Customer, which approval shall reasonably not be unreasonably withheld by Customer. CHOP shall use commercially reasonable efforts to cooperate with Customer in the Indemnitor defense of the Claim at Customer’s sole expense. CHOP may hire its own counsel, at its own expense, to monitor the Indemnitordefense of any Claim in which case Customer shall use commercially reasonable efforts at its sole expense to cooperate with CHOP in the defense of the Claim by CHOP’s expense and shall make available selected counsel. In addition, CHOP may elect to the Indemnitor all pertinent information under the assume control of the Indemnitee, defense of such Claim. CHOP’s hiring of its own counsel or assumption of its own defense shall not relieve Customer of obligations to indemnify or further defend any CHOP Indemnitee with respect to such Claim except to the extent that any CHOP Indemnitee receives a final judgment of gross negligence or willful or intentional misconduct by such CHOP Indemnitee with respect to such Claim in which information case Customer shall be subject relieved of its indemnity obligation with respect to Article 11such Claim as to such CHOP Indemnitee. CHOP and Customer may execute such mutually acceptable Confidentiality and Joint Defense Agreements to protect privileged materials as shall be usual and customary in such proceedings and as shall be requested in writing by either CHOP or Customer. No Warranty. Customer acknowledges that the Project Deliverables are experimental in nature and may have unknown characteristics, may carry infectious agents, or may be otherwise hazardous. THE PROJECT DELIVERABLES ARE PROVIDED "AS IS" AND CHOP (INCLUDING THE CHOP INDEMNITEES) DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE PROJECT DELIVERABLES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. Without limitation of the foregoing, CHOP (including the CHOP Indemnitees) makes no representation or warranty as to the identity, purity, safety, fitness, or activity of the Project Deliverables except for the attributes as indicated on the Certificate of Analysis. CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT IS, AT CHOP ’S SOLE OPTION, A CREDIT FOR, OR RE-PERFORMANCE OF, THE SERVICES. IN NO EVENT WILL CHOP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR PROPERTY DAMAGE SUSTAINED BY CUSTOMER FROM THE USE OF, OR INABILITY TO USE, ANY PROJECT DELIVERABLES OR RESULTS, EVEN IF CHOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS TO ANY CHOP LIABILITY NOT SUBJECT TO THE FOREGOING, CHOP ’S MAXIMUM LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO NAME OF CORE SERVICE FACILITY AT CHOP FOR THE CORE SERVICES IN QUESTION.

Indemnification Procedure. A claim After the incurrence of any Loss by any Buyer Party or any Seller Party, which might give rise 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 hereunder, the party seeking indemnification (collectively, the “Indemnitee”) intends shall deliver to claim the party from which indemnification under this Article 12, the Indemnitee shall notify the other Party is sought (the “Indemnitor”) in writing promptly upon written notice of such Loss within fifteen (15) days of Indemnitee’s 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 Indemniteethereof; provided, however, that an delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is prejudiced by reasons of such delay or failure. The Indemnitor shall have a period of thirty (30) days within which to respond thereto. If the Indemnitor accepts responsibility within such thirty (30)-day period, the Indemnitor shall be obligated to compromise or defend such matter, at its own expense and through counsel reasonably satisfactory to the Indemnitee. If the Indemnitor does respond within such 30-day period and rejects responsibility for such matter in whole or in part, or does not respond, the Indemnitee shall be free to pursue, without prejudice to any of its rights hereunder, such remedies as may be available to the Indemnitee under applicable law at the Indemnitor’s expense (subject, for the avoidance of doubt, to the limits set forth in this Article 14). The Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to retain participate in a non-controlling manner and at its own counsel, with expense in the fees and expenses to be paid by the Indemnitee, if representation defense of such Indemnitee by the counsel retained asserted liability. Any compromise of such asserted liability 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 require the prior written consent of the Indemnitor, Indemnitee and until such consent is obtained the Indemnitor shall not settle continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement containing a complete release of the Indemnitee from all liability in connection with the underlying claim that the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement; or compromise (ii) the Indemnification Claim in any manner which would have an adverse effect on actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee’s interests (including continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any rights under this Agreement or additional expenses incurred by the scope or enforceability Indemnitor as a result of the Patents Rights or Know-How), without the prior written consent decision of the IndemniteeIndemnitee to pursue such matter. So long as the Indemnitor is reasonably contesting any such claim in good faith, which consent, in each case, the Indemnitee shall not be unreasonably withheld pay or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at settle such claim without the Indemnitor’s expense and shall make available prior written consent; provided that the Indemnitee may pay or settle such claim if it waives its right to indemnity therefor from the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11Indemnitor.

Indemnification Procedure. A claim to which indemnification applies (a) An indemnified party 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 (the “Indemnitor”) in writing promptly upon becoming aware SECTION 10.2 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 shall give prompt written notice to DeltaPoint (when and only to the extent that the Indemnitor is actually prejudiced as a result indemnified party has actual knowledge thereof) of such failure any condition, event or occurrence or the commencement of any action, suit or proceeding for which indemnification may be sought, and DeltaPoint, through counsel reasonably satisfactory to give notice). The Indemnitor the indemnified party, shall have the right to assume and control the defense thereof or other indemnification obligation with respect thereto; PROVIDED, HOWEVER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of the Indemnification Claim its own choice but at its own expense expense; and PROVIDED, FURTHER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain of its own counselchoice at the expense of DeltaPoint, with if, under applicable canons of ethics, joint representation of DeltaPoint and SPSS presents a conflict of interest. In any event, if DeltaPoint fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses to of its attorneys will be paid covered by the Indemniteeindemnity provided for hereunder. No action, if representation suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests 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 DeltaPoint without the prior written consent of the Indemnitor, and the Indemnitor DeltaPoint (which shall not be unreasonably withheld); PROVIDED, HOWEVER, that SPSS may settle any claim or compromise cause of action without DeltaPoint's consent, but in such case DeltaPoint shall not be required to reimburse SPSS for its Losses except and to the Indemnification Claim extent that a court of competent jurisdiction finally determines on appeal that DeltaPoint must indemnify SPSS therefor. Notwithstanding anything in any manner which would have an adverse effect on this SECTION 10.3 to the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Patents Rights or Know-How)contrary, DeltaPoint shall not, without the prior written consent of the Indemniteeindemnified party, which consent(i) settle or compromise any action, in each case, shall not be unreasonably withheld suit or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available proceeding or consent to the Indemnitor entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all pertinent information under liability in respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may materially and adversely affect the control indemnified party other than as a result of money damages or other money payments. DeltaPoint shall pay all expenses, including attorneys' fees, that may be incurred by any indemnified party in enforcing the Indemnitee, which information shall be subject to Article 11indemnity provided for hereunder.

Indemnification Procedure. A claim In case any action, suit or proceeding subject to which indemnification applies under the indemnity in this Section 12.1 or Section 12.2 10.04 shall be referred brought against any Indemnitee, such Indemnitee shall promptly notify the Borrower in writing of the commencement thereof, and the Borrower shall be entitled, upon giving written notice to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee within 30 days of receipt of written notice from the Indemnitee of the commencement of such proceeding, to retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee in such proceeding, and the Borrower shall notify pay the other Party (the “Indemnitor”) in writing promptly upon becoming aware reasonable fees and disbursements of any claim that may be an Indemnification Claim (it being understood and agreed, howeversuch counsel related to such proceeding; provided, that the failure by an Indemnitee to give such notice notify the Borrower shall not relieve the Indemnitor of its indemnification obligation Borrower from any liability that it may have under this Agreement except Section 10.04 only if, and only to the extent that the Indemnitor is actually prejudiced as a result of that, 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 causes actual prejudice to the Indemnitee; providedBorrower. In any such proceeding, however, that an any Indemnitee shall have the right to retain its own counsel, with but the fees and expenses to of such counsel shall be paid by at the Indemnitee, if representation expense of such Indemnitee unless (i) the Borrower and the Indemnitee shall have mutually agreed to the retention of such counsel or (ii) the Borrower or the Indemnitee has been advised by counsel that representation of both parties by the same counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee them. It is understood that the Borrower shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one counsel (in addition to 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 Indemnitorlocal counsel) for all Indemnitees, 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 Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense that all such reasonable fees and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information expenses shall be subject to Article 11reimbursed as they are incurred and paid.

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 (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 Patents BMS 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 or delayed. 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.