Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to claim invoke its right to indemnification (the “Indemnitee”) under this ARTICLE 11 Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any claimsuch settlement requires an admission of fault or liability by, complaintor imposes any obligation on, suita Licensee Indemnitee or Bayer Indemnitee, proceeding as the case may be, or cause the other Party, then the prior written consent of action with respect to which the Licensee Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”)or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before 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 may execute and deliver such Claima settlement. 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such ClaimLicensee Indemnitee or Bayer Indemnitee, if prejudicial to its ability to defend such actionas applicable, shall relieve such Indemnitor of liability to cooperate with the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf a Claim, without the prior written consent of a Juno Indemnitee)the Indemnitor, and other Juno Indemnitees may which the Indemnitor shall not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderbe required to give.

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

Indemnification Procedure. A Party that claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Section 8.6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control of the defense and/or settlement thereofof such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitor Indemnitee’s interests, without the prior written consent of any liability to any Indemnitee otherwise than under this ARTICLE 11the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 7.1.

Indemnification Procedure. A Party party that intends to claim ------------------------- indemnification (the “"Indemnitee”") under this ARTICLE Article 11 shall promptly notify the other Party party (the “"Indemnitor”") in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “"Claim”"), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall 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 parties under this ARTICLE Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such ClaimClaim shall relieve the Indemnitor of its liability to the Indemnitee under this Article 11, if only to the extent that the failure is prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE Article 11. The Indemnitee under this ARTICLE Article 11, and its employees, at the Indemnitor’s 's request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee Nipro may claim indemnity under this ARTICLE Article 11 (on its own behalf or on behalf of a Juno an Nipro Indemnitee), and other Juno Nipro Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas TheraSense may claim indemnity under this ARTICLE Article 11 (on its own behalf or on behalf of an Editas a TheraSense Indemnitee), and other Editas TheraSense Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee “) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Article 9, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, retain its own counsel at its own expense, with counsel of its own choosing in cost. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 9.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope or enforceability of the Licensed Intellectual Property), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 8.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 10.6(a) or Section 10.6(b) shall be referred to herein as a “Claim.” If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Section 10.6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control of the defense and/or settlement thereofof such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitor Indemnitee’s interests, without the prior written consent of any liability to any Indemnitee otherwise than under this ARTICLE 11the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 8.1.

Indemnification Procedure. A Party that intends claim to claim 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 11 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 11.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 10, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, 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 the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope or enforceability of the GlobeImmune Licensed Patents 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 under shall reasonably cooperate with the [*] = Certain confidential information contained in this ARTICLE 11document, marked by brackets, is filed with the Securities and its employeesExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 9.

Indemnification Procedure. A Party that intends claim to claim 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 11 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this ARTICLE 11Agreement 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 11.

Indemnification Procedure. A Party that intends claim to claim 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 11 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 11.

Indemnification Procedure. A Party that intends (a) Whenever any claim shall arise for indemnification hereunder relating to claim a Loss (a "Claim"), the party entitled to indemnification (the “"Indemnitee”") under this ARTICLE 11 shall promptly notify give written notice to the other Party party obligated to provide indemnity (the “"Indemnitor”") in writing of any claim, complaint, suit, proceeding or cause of action with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee intends shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to claim a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such indemnification legal position or defense is not pursued, and Indemnitor refuses to pursue or incorporate such legal positions and defenses into its legal positions and defenses after the written request of Indemnitee, the Indemnitor shall bear the sole cost, risk and expense of the Indemnitee's separate participation, including reasonable fees, costs and expenses of one separate counsel for the Indemnitee (for purposes of this Section 11.3or multiple Indemnitees). If the Indemnitee elects to so participate, each a “Claim”)the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall have sole control deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense and/or settlement thereof; provided of such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to participate, at its own expense, with counsel of its own choosing in elect to settle any claim for monetary damages without the defense and/or Indemnitee's consent only if the settlement of such Claim. The indemnification obligations includes a complete release of the Parties under this ARTICLE 11 shall Indemnitee. If the settlement does not apply include such a release, it will be subject to amounts paid in settlement of any Claim if such settlement is effected without the consent of the IndemnitorIndemnitee, which will not be unreasonably withheld. The failure to deliver Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written notice to consent, which will not be unreasonably withheld. If the Indemnitor within a reasonable time after the commencement subject of any such ClaimClaim results in a judgment or settlement, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any liability Claim in accordance with the terms of Section 5.4(b), or if the Indemnitor fails diligently to any prosecute such defense, the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesmay defend against the subject of the Claim, at the Indemnitor’s request 's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall provide full information and reasonable assistance to Indemnitor cooperate with the Indemnitee and its legal representatives counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee shall maintain confidentiality with respect to all such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf information consistent with the conduct of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Claims pursuant to this Agreement shall be in addition to any other obligations the Indemnitor might otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 9.5(a) or Section 9.5(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly Section 9.5, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this ARTICLE 11Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided however that an Indemnitee 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 such Claim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The Indemnitee under this ARTICLE 11will not settle or compromise any Claim without the prior written consent of the Indemnitor, and its employeesthe Indemnitor will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information and reasonable assistance will be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 8.

Indemnification Procedure. A In a circumstance where one Party that intends is required to claim indemnification indemnify the other Party for one hundred percent (100%) of the Losses arising from any Third Party Claim, a Party or any of its Affiliates or their respective directors, officers, employees or agents (the “Indemnitee”) that intends to claim indemnification under this ARTICLE Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Losses in respect of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”)indemnification, and if the Indemnitor confirms in writing that it will indemnify the Indemnitee for one hundred percent (100%) of such Loss, then the Indemnitor shall have sole control the right to assume the defense thereof with counsel of its choice, subject to the consent of the defense and/or settlement thereofnon-Indemnifying Party, which consent will not be unreasonably withheld, delayed or conditioned; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement fees and expenses to be paid by the Indemnitor, if representation of such ClaimIndemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The indemnification obligations Indemnitor shall not be responsible for the fees and expenses of the Parties under more than one counsel to all Indemnitees. The indemnity in this ARTICLE Article 11 shall not apply to amounts paid in settlement of any Third Party Claim if such settlement is effected without the prior written consent of the any Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. The failure to deliver written notice to the an Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, Third Party Claim shall not relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 11Article 11 with respect to such action, but the omission to deliver such written notice except to the Indemnitor shall not relieve extent that such failure materially prejudiced the Indemnitor of any liability Indemnitor’s ability to any Indemnitee otherwise than under this ARTICLE 11defend such action. The Each Indemnitee under this ARTICLE Article 11, its employees and its employees, at the Indemnitor’s request and expenseagents, shall provide full information and reasonable assistance to cooperate fully with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any Claim or action covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim indemnification In connection with any Claim for which a Pfizer Indemnitee or a Licensee Indemnitee (the relevant “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party seeks indemnification from Licensee or SpringWorks or Pfizer, respectively, (the “Indemnitor”) in writing of any claimpursuant to this Agreement, complaintPfizer or Licensee, suitrespectively, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification shall: (for purposes of this Section 11.3, each a “Claim”), and a) give the Indemnitor shall have sole control prompt written notice of the defense and/or settlement thereofClaim; provided provided, however, 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. The failure to deliver written provide such 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 liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor from its liability or obligation hereunder, except to the extent of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesmaterial prejudice as a direct result of such failure; (b) cooperate with the Indemnitor, at the Indemnitor’s request and expense, in connection with the defense and settlement of the Claim; and (c) permit the Indemnitor to control the defense and settlement of the Claim; provided, however, that the Indemnitor may not settle the Claim without Pfizer’s or Licensee’s, respectively, prior written consent, which shall provide full information not be unreasonably withheld or delayed, in the event that such settlement materially adversely impacts any relevant Indemnitee’s rights or obligations. Further, Pfizer or Licensee, respectively, shall have the right to participate (but not control) and reasonable assistance to be represented in any suit or action by advisory counsel of its selection and at its own expense. The Indemnitor and its legal representatives shall not have any indemnity obligation with respect to any claim settled by an Indemnitee without the Indemnitor’s prior written consent, such Claims covered by this indemnification. It is understood that only Juno consent not to be unreasonably withheld or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderdelayed.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Article 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.313.3, each a “Claim”), and 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 11 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 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 11Article 13, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11Article 13. The Indemnitee under this ARTICLE 11Article 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 11.6(a) or Section 11.6(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly Section 11.6, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this ARTICLE 11Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee 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 such Claim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The Indemnitee under this ARTICLE 11will not settle or compromise any Claim without the prior written consent of the Indemnitor, and its employeesthe Indemnitor will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information and reasonable assistance will be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 10.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 11, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as described in this Section 11.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope or enforceability of the Orexigen Intellectual Property, or Confidential 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, conditioned, or delayed. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 10.

Indemnification Procedure. A Party that intends to claim indemnification (Promptly after receipt by either party of notice of the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing assertion of any claim, complaint, suit, proceeding claim or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, suit or proceeding with respect to this Agreement, such party ("Indemnified Party") shall relieve such Indemnitor of liability give written notice thereof to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to other party ("Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been prejudiced thereby. In case any liability such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to join in (and, in its discretion, to assume) the defense thereof with counsel satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall be entitled to join in the defense of any Indemnitee otherwise than under this ARTICLE 11such 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, representation by the Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitee Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under this ARTICLE 11its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance satisfactory to the Indemnified Party and its employeescounsel, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives from all liability with respect to such Claims covered by claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this indemnification. It is understood that only Juno or its Section, the Indemnified Party shall be permitted assignee may claim indemnity under this ARTICLE 11 (on to join in the defense thereof with counsel of its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on selection but at its own behalf expense except as provided above. If the Indemnitor shall not assume the defense of any claim, action, suit or on behalf proceeding, the Indemnified Party may defend 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 proceeding which would give rise to the Indemnitor's liability under its indemnity without the prior written consent of an Editas Indemnitee)the Indemnitor, and other Editas Indemnitees may which consent shall not directly claim indemnity hereunderbe unreasonably withheld or delayed.

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

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 13.1 or Section 13.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 13, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as described in this Section 13.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement 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, delayed or conditioned. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 12.

Indemnification Procedure. A Party party that intends to claim indemnification under this Section 14.2 (the “Indemnitee”) under this ARTICLE 11 shall shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Third Party Claim in respect of action with respect to which the Indemnitee intends 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 such indemnification hereunder; (for purposes of this Section 11.3, each a “Claim”), and ii) provide the Indemnitor shall have sole control of the defense and/or settlement thereofthereof with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that the Indemnitee shall have reserves the right to participateretain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, with counsel unless (a) the interests of its own choosing the Indemnitee and the Indemnitor in the defense and/or settlement suit conflict in such a manner and to such extent as to require, consistent with applicable standards of such Claim. The indemnification obligations professional responsibility, the retention of separate counsel for the Parties under this ARTICLE 11 Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor. The failure to deliver written notice have employed attorneys reasonably satisfactory to the Indemnitor Indemnitee to defend any action within a reasonable time after the notice of commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to action and (iii) provide the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesIndemnitor, at the Indemnitor’s request and expense, shall provide with reasonable assistance and full information and reasonable assistance to Indemnitor and its legal representatives with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to such Claims covered or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this indemnification. It is understood that only Juno Section 14.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or its permitted assignee may claim indemnity action under this ARTICLE 11 (on Section 14.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own behalf expense, but the Indemnitor shall have the sole right to control the defense or on behalf settlement thereof in accordance with the terms of a Juno Indemniteethis Section 14.2(c), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Any Indemnified Party that intends wishing to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing Section 6.10(a), upon learning of any such claim, complaintaction, suit, proceeding or cause investigation, shall as promptly as possible notify Acquirer thereof, but the failure to so notify shall not relieve Acquirer of action with respect any liability it may have to which such Indemnified Party if such failure does not materially prejudice Acquirer. In the Indemnitee intends to claim event of any such indemnification claim, action, suit, proceeding or investigation (for purposes of this Section 11.3, each a “Claim”), and whether arising before or after the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee Effective Time): (i) Acquirer shall have the right to participateassume the defense thereof and Acquirer shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, at its own expenseexcept that if Acquirer elects not to assume such defense or counsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between Acquirer and the Indemnified Parties, with the Indemnified Parties may retain counsel satisfactory to them, and Acquirer shall pay the reasonable fees and expenses of its own choosing one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received; (ii) the Indemnified Parties will cooperate in the defense 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor matter; and (iii) Acquirer shall not relieve the Indemnitor of be liable for any liability settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided, further, that Acquirer shall not have any obligation hereunder to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and its employeessuch determination shall have become final and nonappealable, at that the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to indemnification of such Claims covered Indemnified Party in the manner contemplated hereby is not permitted or is prohibited by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderapplicable law.

Indemnification Procedure. A Party that intends to claim (a) Any party seeking indemnification hereunder (the "Indemnitee") shall notify the party liable for such indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “"Indemnitor”") in writing of any claimevent, complaint, suit, proceeding omission or cause of action with respect to occurrence which the Indemnitee intends believes has given or could give rise to claim Losses which are indemnifiable hereunder (such indemnification (for purposes written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly after the Indemnitee becomes aware of such event, omission or occurrence; provided, that the failure of any Indemnitee to give notice as provided in this Section 11.312.4 shall not relieve the Indemnitor of its obligations under this Section 12.4, each except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a “right of indemnification to the extent known by or available to Indemnitee. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim”). (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control of the defense and/or settlement thereofsuch defense. If any Indemnitee desires to participate in any such defense, it may do so at its sole cost and expense; provided provided, that the such Indemnitee shall have the right to participateemploy separate counsel to represent such Indemnitee in such defense, at its own the Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and on the advice of counsel, a conflict of interest between such Indemnitor and such Indemnitee exists with counsel of its own choosing in respect to such claim or demand or (ii) the defense and/or settlement Indemnitor agrees to the retention of such Claimcounsel. The indemnification obligations of So long as the Parties under this ARTICLE 11 Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not apply to amounts paid in settlement of any Claim if such settlement is effected pay or settle a claim or demand without the consent of the IndemnitorIndemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The failure to deliver Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and complete release of the Indemnitee, and provided also that no such settlement will, without the prior written notice to consent of the Indemnitee, impose any obligation or restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor within a reasonable time after the commencement of is defending in good faith any such Claimthird party claim, if prejudicial to its ability to defend such actiondemand, shall relieve such Indemnitor of liability to suit, action or proceeding, the Indemnitee under this ARTICLE 11shall at all times cooperate in all reasonable ways with, but the omission to deliver such written notice to make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall not relieve be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor of fails to timely defend, contest or otherwise protect against any liability to any such third party claim, demand, suit, action or proceeding, the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request 's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and expensemay make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which notice documents in reasonable detail the Loss or portion thereof by the Indemnitee) shall promptly and in any case within thirty days of receipt provide full information such reimbursement, unless and reasonable assistance only to the extent that the Indemnitor and disputes in good faith its legal representatives indemnity obligation with respect to such Claims covered by this indemnification. It is understood that only Juno Loss. (d) Each Indemnitee shall reasonably cooperate in complying with any applicable foreign, federal, state or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf local laws, rules or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity regulations or any discovery or testimony necessary to effectively carry out the Indemnitor's obligations hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSuch Indemnitee shall be reimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. A Party that intends 13.3.1 Notice of the matter which may give rise to claim indemnification such Claim shall be given in writing by the indemnitee (the “Indemnitee”) under this ARTICLE 11 shall promptly notify to the other Party against whom indemnification may be sought (the “Indemnitor”) in writing as soon as reasonably practicable after such Indemnitee becomes aware of any claimsuch Claim; provided, complainthowever, suit, proceeding or cause of action with respect that the failure to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and notify the Indemnitor shall not relieve it from any liability that it may have sole control to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification and describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent known and in reasonable detail, relevant details thereof. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such Claim as provided in this Section 13.3.1. the Indemnitee involved shall have the right to assume the defense and/or settlement thereofthereof with counsel of its choice, at the Indemnitor’s expense, and defend, settle or otherwise dispose of such Claim with the consent of the Indemnitor, not to be unreasonably withheld or delayed. 13.3.2 In the event the Indemnitor elects to assume the defense of a Claim, the Indemnitee of the Claim in question and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, reasonable access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim; provided provided, however, that (i) the Indemnitee shall have the right fully to participate, participate in such defense at its own expense, with ; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitee of its own choosing right to assert a Claim with respect to the responsibility of the Indemnitor with respect to the Claim or Losses in the defense and/or settlement of such Claimquestion. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitor shall not apply have the right to amounts paid in settlement of settle or compromise any Claim if such settlement is effected against the Indemnitee (that the Indemnitor has defended pursuant to this Section 13.3.2) without the consent of the IndemnitorIndemnitee which shall not be unreasonably withheld or delayed. The failure No Indemnitee shall pay or voluntarily permit the determination of any Losses which is subject to deliver written notice to any such Claim while the Indemnitor within a reasonable time after is negotiating the commencement settlement thereof or contesting the matter, except with the prior written consent of any such Claimthe Indemnitor, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor which consent shall not relieve the Indemnitor be unreasonably withheld or delayed. 13.3.3 This Section 13 shall survive termination or expiration of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderAgreement.

Indemnification Procedure. A Party that intends to If a claim occurs for which a party has an indemnification obligation under Section 10.3 or 10.4, the indemnified party (the “Indemnitee”) under this ARTICLE 11 shall will: (a) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing of any the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with the Indemnitor in the defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, complaintwith counsel reasonably satisfactory to the Indemnitee, suitall at the Indemnitor 's cost and expense. If the Indemnitor assumes the defense of the claim, proceeding 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 neither the Indemnitor nor the Indemnitee will consent to the entry of any judgment or cause of action enter into any settlement with respect to the claim without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor 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 Indemnitee intends Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such claim such indemnification (will cease. The Indemnitor will not be liable for purposes any settlement or other disposition of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that claim by 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 which is effected reached without the written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee shall be made solely by NOVARTIS. (b) NOVARTIS shall notify GW in writing reasonably promptly after the assertion against NOVARTIS or other Novartis Indemnitee of any Claim or fact in respect of which the NOVARTIS intends to base a claim for indemnification hereunder (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “ClaimIndemnification Claim Notice”), but the failure or delay to so notify GW shall not relieve GW of any obligation or liability that it may have to NOVARTIS, except to the extent that GW demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the claim and the Indemnitor nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of GW, NOVARTIS shall furnish promptly to GW copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of sub-clauses (d) and (e) below, GW shall have the right, upon written notice given to NOVARTIS within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at GW’s sole control expense, in which case the provisions of sub-clause (d) below shall govern. The assumption of the defense and/or settlement thereof; provided of a Claim by GW shall not be construed as acknowledgement that GW is liable to indemnify any Novartis Indemnitee in respect of the Claim, nor shall it constitute a waiver by GW of any defenses it may assert against NOVARTIS or a Novartis Indemnitee’s claim for indemnification. In the event that it is ultimately decided that GW is not obligated to indemnify or hold an NOVARTIS or a Novartis Indemnitee harmless from and against the Claim, NOVARTIS shall reimburse GW for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by GW in its defense of the Claim. If GW does not give written notice to NOVARTIS, within thirty (30) days after receipt of the Indemnification Claim Notice, of GW’s election to assume the defense and handling of such Claim, the provisions of sub-clause (e) below shall govern. (d) Upon assumption of the defense of a Claim by GW: (i) GW shall have the right to participateand shall assume sole control and responsibility for dealing with the Claim; (ii) GW may, at its own expensecost, appoint as counsel in connection with counsel of its own choosing in conducting the defense and/or settlement and handling of such Claim any law firm or counsel reasonably selected by GW; (iii) GW shall keep NOVARTIS informed of the status of such Claim. The indemnification obligations ; and (iv) GW shall have the right to settle the Claim on any terms GW chooses; provided, however, that it shall not, without the prior written consent of the Parties under this ARTICLE 11 shall not apply NOVARTIS, agree to amounts paid in a settlement of any Claim if which could lead to liability or create any financial or other obligation on the part of NOVARTIS for which NOVARTIS is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the Claim on behalf of NOVARTIS. NOVARTIS shall cooperate with GW and shall be entitled to participate in, but not control, the defense of such settlement is effected without Claim with its own counsel and at its own expense. In particular, NOVARTIS shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by GW to, and reasonable retention by NOVARTIS of, records and information that are reasonably relevant to such Claim, and making NOVARTIS, the consent Novartis Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of the Indemnitor. The failure to deliver any records or information provided. (e) If GW does not give written notice to NOVARTIS as set forth in sub-clause (c) or fails to conduct the Indemnitor within a reasonable time after the commencement defense and handling of any Claim in good faith after having assumed such, NOVARTIS may, at GW’s expense, select counsel reasonably acceptable to NOVARTIS in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, NOVARTIS shall keep GW timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of GW, which consent shall not be unreasonably withheld. If NOVARTIS defends or handles such Claim, if prejudicial GW shall cooperate with NOVARTIS, at NOVARTIS’ request but at no expense to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11NOVARTIS, and its employees, at shall be entitled to participate in the Indemnitor’s request defense and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives handling of such Claim with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), counsel and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on at its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderexpense.

Indemnification Procedure. A Party that If a Lonza Indemnitee or Micromet Indemnitee (the "Indemnitee") intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Clause 9, it shall promptly notify the other Party (the “"Indemnitor”") in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control the defence thereof with counsel of the defense and/or settlement thereofits choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of 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 proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this Clause 9. The indemnification obligations of the Parties under this ARTICLE 11 Clause 9.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of liability any obligation to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationClause 9. It is understood that only Juno Lonza or its permitted assignee Micromet may claim indemnity under this ARTICLE 11 Clause 9 (on its own behalf or on behalf of a Juno Indemniteeits Indemnitees), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party In the event that intends to claim an Indemnified Entity is seeking indemnification (under Section 9.1, it shall inform the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) Indemnifying Entity in writing of any claimthe relevant Claim as soon as reasonably practicable after it receives notice of the Claim, complaint, suit, proceeding or cause of action with respect shall permit the Indemnifying Entity to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), assume direction and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided of the Claim (subject to the right to control the defense of actions described in Section 5.3), including the right to select defense counsel, which counsel shall be reasonably satisfactory to the Indemnified Entity, and shall cooperate as reasonably requested by the Indemnifying Entity (at the expense of the Indemnifying Entity) in the defense of the Claim. The failure or delay to so notify the Indemnifying Entity shall not relieve the Indemnifying Entity of any obligation or liability that it may have to the Indemnified Entity, except to the extent that the Indemnitee Indemnifying Entity demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. Notwithstanding the foregoing, if control of the defense of such Claim by the Indemnifying Entity would be inappropriate due to actual or potential differing interests between the Parties, then the Indemnified Entity may undertake the defense of such Claim with counsel of its choice at the Indemnified Party’s expense. The Indemnified Entity shall have the right to participate, at its own expense, expense and with counsel of its own choosing choice, in the defense and/or settlement of such Claimany Claim that has been assumed by the Indemnifying Entity. The indemnification obligations of Neither the Parties under this ARTICLE 11 Indemnifying Entity nor the Indemnified Entity shall not apply to amounts paid in enter into any settlement of any Claim if such settlement is effected claim subject to indemnification without the mutual written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderbetween these two parties.

Indemnification Procedure. A Party that intends to claim indemnification If CRUCELL (the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Section 11, CRUCELL shall promptly notify the other Party VAXIN (the “Indemnitor”) in writing of any claim, complaintdemand, suitaction, or other proceeding or cause of action with respect to for which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the indemnification. The Indemnitor shall have sole control of the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee shall have the right to participate, at retain its own expensecounsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the defense and/or settlement of such Claimproceedings. The indemnification indemnity obligations of the Parties under this ARTICLE Section 11 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such Claimaction or other proceeding, if prejudicial to its ability to defend such actionclaim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 11Section 11 with respect thereto, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.of

Indemnification Procedure. A Party that claim to which indemnification applies under Section 6.1 or 6.2 shall be referred to herein as an “Indemnification Claim”. If an Indemnitee intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Article 6, the Indemnitee or the appropriate Licensor shall promptly notify the other Party (the “Indemnitor”) BMS 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 such indemnification (for purposes of this Section 11.3, each a “that may be an Indemnification Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee . BMS shall have the right to participate, assume and control the defense of the Indemnification Claim at its own expenseexpense with counsel selected by BMS, provided, however, that an Indemnitee or the appropriate Licensor 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 BMS would be inappropriate due to actual or potential differing interests between such Indemnitee and any party represented by such counsel in such proceedings. BMS shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 6, provided that the consent of its own choosing the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) shall be required in the defense and/or event any such settlement or compromise would adversely affect the interests of such Claimthe Indemnitee. The indemnification obligations of the Parties BMS under this ARTICLE 11 Article 6 shall not apply to amounts paid in settlement of any Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the IndemnitorBMS. The failure to deliver written notice to the Indemnitor BMS within a reasonable time after the commencement of any such Claimaction subject to this Article 6, if materially prejudicial to its BMS’s ability to defend such action, shall relieve such Indemnitor BMS of liability any obligation to the Indemnitee under this ARTICLE 11, but the omission Article 6 with respect to deliver Liability relating to or arising from such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11action. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request employees and expenseagents, shall provide full information and reasonable assistance to Indemnitor reasonably cooperate with BMS and its legal representatives with respect to such Claims in the investigation of any action, claim or liability covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Each indemnified Party (the “Indemnitor”"INDEMNITEE") in writing agrees to give the indemnifying Party (the "INDEMNITOR") prompt written notice of any claim, complaint, suit, proceeding Claims or cause discovery of action with respect to fact upon which the Indemnitee intends to claim such indemnification (base a request for purposes of this Section 11.3indemnification. Notwithstanding the foregoing, each a “Claim”), and 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written give timely notice to the Indemnitor shall not relieve release the Indemnitor of from any liability to the Indemnitee to the extent the Indemnitor is not materially prejudiced thereby. 12.4.1 The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents in the Indemnitee's possession or control which relate to any Claims; provided, however, that if the Indemnitee otherwise than under this ARTICLE 11defends or participates in the defense of any Claims, then the Indemnitor shall also provide such papers and documents to the Indemnitee. The Indemnitee under shall reasonably cooperate with the Indemnitor in defending against any Claims. 12.4.2 The Indemnitor shall have the right, by prompt written notice to the Indemnitee, to assume direction and control of the defense of any Claim, with counsel reasonably satisfactory to the Indemnitee and at the sole cost of the Indemnitor, so long as (a) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than thirty (30) days after the Indemnitor's receipt of notice of the Claim) that the Indemnitor intends to indemnify the Indemnitee pursuant to this ARTICLE 11Article absent the development of facts that give the Indemnitor the right to claim indemnification from the Indemnitee, and its employees(b) the Indemnitor diligently pursues the defense of the Claim. 12.4.3 If the Indemnitor assumes the defense of the Claim as provided in this Section 12.4, the Indemnitee may participate in such defense with the Indemnitee's own counsel who shall be retained, at the Indemnitor’s request Indemnitee's sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor shall provide full information and reasonable assistance consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor shall have the right, upon written notice to the Indemnitee within five (5) days after receipt of the Indemnitee's written denial of consent, to pay to the Indemnitee, or to a trust for its legal representatives or the applicable Third Party's benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys' fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor's rights and obligations with respect to such Claims covered by this indemnification. It is understood that only Juno Claim shall cease. 12.4.4 The Indemnitor shall not be liable for any settlement or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf other disposition of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it Claim by the Indemnitee which is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf reached without the written consent of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderthe Indemnitor.

Indemnification Procedure. A Party that intends In the event of any claim under this Article 10, the party claiming the right to claim indemnification indemnity (the “Indemnitee”"Claimant") under this ARTICLE 11 shall promptly notify the other Party indemnifying party (the “"Indemnitor”") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in writing of any claimsuch defense, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and but the Indemnitor shall have sole assume the direction and control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participatesuch defense. The Claimant shall, at its own expense, assist in and cooperate with counsel of the Indemnitor and its own choosing agents and insurers 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 claims. b) If Indemnitor. The failure to deliver written notice to the Indemnitor , within a reasonable time after the commencement notice of any such Claimclaim, if prejudicial fails to its ability to defend such actiondefend, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written Claimant will (upon further notice to the Indemnitor) have the right to undertake the defense, compromise or settlement of such claim for the account of Indemnitor, subject to the fight of Indemnitor to assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 10 to the contrary notwithstanding. Indemnitor shall not relieve the Indemnitor not, without Claimant's prior written consent, settle or compromise any claim or consent to entry of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant, Indemnitor may, without Claimant's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the release of Claimant by the plaintiff from all liability in respect of such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderclaim.

Indemnification Procedure. A Party that intends In the event of any claim under this Article 10, the party claiming the right to claim indemnification indemnity (the “Indemnitee”"Claimant") under this ARTICLE 11 shall promptly notify the other Party indemnifying party (the “"Indemnitor”") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in writing of any claimsuch defense, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and but the Indemnitor shall have sole assume the direction and control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participatesuch defense. The Claimant shall, at its own expense, assist in and cooperate with counsel of the Indemnitor and its own choosing agents and insurers 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 claims. b) If Indemnitor. The failure to deliver written notice to the Indemnitor , within a reasonable time after the commencement notice of any such Claimclaim, if prejudicial fails to its ability to defend such actiondefend, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written Claimant will (upon further notice to the Indemnitor) have the right to undertake the defense, compromise or settlement of such claim for the account of Indemnitor, subject to the right of Indemnitor to assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 10 to the contrary notwithstanding, Indemnitor shall not relieve the Indemnitor not, without Claimant's prior written consent, settle or compromise any claim or consent to entry of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without Claimant's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the release of Claimant by the plaintiff from all liability in respect of such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderclaim.

Indemnification Procedure. A Party that intends claim to claim 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 11 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 10.

Indemnification Procedure. A Party party that intends to makes a claim for indemnification (the “Indemnitee”) under this ARTICLE 11 Article 10 shall promptly notify the other Party party (the “Indemnitor”) in writing of any claimaction, complaintclaim or other matter in respect of which such party, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3indemnification; provided, each a “Claim”)however, and 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. The failure to deliver written provide such notice to the Indemnitor within a reasonable period of time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability of its obligations hereunder except to any Indemnitee otherwise than under this ARTICLE 11the extent the Indemnitor is prejudiced by such failure. The Indemnitee under this ARTICLE 11indemnified party shall permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and its employees, at the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the indemnified party’s request and expenserights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein, in order for it to exercise such rights, without the indemnified party’s prior written consent, which shall provide full information and reasonable assistance to not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The indemnified party shall fully cooperate with the Indemnitor and its legal representatives with respect to such Claims in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this indemnificationArticle 10. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own behalf or on behalf of a Juno Indemnitee), selection and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on at its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderexpense.

Indemnification Procedure. A Party that intends (a) Whenever any claim shall arise for indemnification hereunder (a "Claim"), the party entitled to claim indemnification (the “"Indemnitee”") under this ARTICLE 11 shall promptly notify give written notice to the other Party party obligated to provide indemnity (the “Indemnitor”"Indemnitee") in writing of any claim, complaint, suit, proceeding or cause of action with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee intends shall cooperate in all reasonable respects at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to claim a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such indemnification legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (for purposes of this Section 11.3or multiple Indemnitees). If the Indemnitee elects to so participate, each a “Claim”)the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall have sole control deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense and/or settlement thereof; provided of such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to participate, at its own expense, with counsel of its own choosing in elect to settle any claim for monetary damages without the defense and/or Indemnitee's consent only if the settlement of such Claim. The indemnification obligations includes a complete release of the Parties under this ARTICLE 11 shall Indemnitee. If the settlement does not apply include such a release, it will be subject to amounts paid in settlement of any Claim if such settlement is effected without the consent of the IndemnitorIndemnitee, which will not be unreasonably withheld. The failure to deliver Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written notice to consent, which will not be unreasonably withheld. If the Indemnitor within a reasonable time after the commencement subject of any such ClaimClaim results in a judgment or settlement, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any liability Claim in accordance with the terms of Section 7.3(b), if the Indemnitor fails diligently to any prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesmay defend against the subject of the Claim, at the Indemnitor’s request 's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall provide full information and reasonable assistance to Indemnitor cooperate with the Indemnitee and its legal representatives counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defense. The Indemnitee shall maintain confidentiality with respect to all such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Losses arising under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), Agreement shall be in addition to any other obligations the Indemnitor might otherwise have and any other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderrights the Indemnitee might otherwise have.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 14.6(a), Section 14.6(b) or Section 14.6(c) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly Section 14.6, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect that the failure by an Indemnitee to which the Indemnitee intends to claim give such indemnification (for purposes of this Section 11.3, each a “Claim”), and notice will not relieve the Indemnitor shall have sole control of its indemnification obligation under this Agreement except and only to the defense and/or settlement thereof; provided extent that the Indemnitee shall Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to participate, assume and control the defense of such Claim at its own expensecost and expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees, costs and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 shall Indemnitee will not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve settle any such claim without the Indemnitor prior written consent of any the Indemnitee if such settlement does not include a complete release from liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at or if such settlement would involve undertaking an obligation (including the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered payment of money by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno the Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewisewould bind or impair the Indemnitee, it or includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnitee or this Agreement is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf invalid, narrowed in scope or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderAmgen Contract No.: 2013579490 35 EXECUTION COPY

Indemnification Procedure. A Party that intends to claim Any Person seeking indemnification under this Section 10 (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) in writing of any claimClaim, complaintand, suitsubject to Section 8.3, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the right to participate in, and, to the extent the Indemnitor so desires, to assume the defense and/or settlement thereofthereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and the other Party within thirty (30) days after receipt of written notice of such Claim from the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement fees and expenses to be paid (a) by the Indemnitor, if representation of such ClaimIndemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceeding; or (b) by Indemnitee in all other cases. The indemnification obligations of In no event shall the Parties under this ARTICLE 11 shall not apply to amounts paid Indemnitor be liable for any Liabilities that result from any unreasonable delay by the Indemnitee in settlement of any Claim if such settlement is effected without providing the consent of the Indemnitor. The failure to deliver written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor within a reasonable time after the commencement of any is not obligated to indemnify, defend or hold harmless an Indemnitee from and against such Claim, if prejudicial to the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Liabilities incurred by the Indemnitor in its ability to defend defense of such action, shall relieve such Indemnitor of liability Claim with respect to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11Indemnitee. The Indemnitee under this ARTICLE 11and its employees and agents shall reasonably cooperate with, and its employees, at the Indemnitor’s request and expenseexpense of, shall provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to such Claims in the investigation of any Claim covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 10.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 12 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.312.3, each a “Claim”), and 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 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 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 1112, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 1112. The Indemnitee under this ARTICLE 1112, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee Trimeris may claim indemnity under this ARTICLE 11 12 (on its own behalf or on behalf of a Juno Trimeris Indemnitee), and other Juno Trimeris Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas CRL may claim indemnity under this ARTICLE 11 12 (on its own behalf or on behalf of an Editas a CRL Indemnitee), and other Editas CRL Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall 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 Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the 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 Article 11, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE Article 11. The Indemnitee under this ARTICLE Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno Loxo or its permitted assignee may claim indemnity under this ARTICLE Article 11 (on its own behalf or on behalf of a Juno Loxo Indemnitee), and other Juno Loxo Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas Array may claim indemnity under this ARTICLE Article 11 (on its own behalf or on behalf of an Editas Array Indemnitee), and other Editas Array Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A (a) Within a reasonable time after obtaining knowledge thereof, a Person who may be entitled to indemnification hereunder (the "Indemnitee") shall promptly give the Party that intends who may be obligated to claim provide such indemnification (the “Indemnitee”"Indemnitor") under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing written notice of any claim, complaint, suit, proceeding or cause of action with respect to Liability which the Indemnitee intends has determined has given or could give rise to a claim for indemnification hereunder (a "Notice of Claim"); provided, however, no failure or delay in giving any such indemnification (for purposes Notice of this Section 11.3, each a “Claim”)Claim shall relieve the Indemnitor of its obligations except, and only to the extent, that it is prejudiced thereby. A Notice of Claim shall specify in reasonable detail the nature and all known particulars related to a Liability. The Indemnitor shall perform its indemnification obligations in respect of a Liability described in a Notice of Claim under Sections 10.2 or 10.3 hereof, as the case may be, within 30 days after the Indemnitor shall have sole control received such Notice of Claim. (b) The Indemnitor shall inform the defense and/or settlement thereof; provided Indemnitee promptly after the Indemnitor has made a good faith determination, based on the facts alleged in such Notice of Claim or which have otherwise become known to the Indemnitor, either that the Indemnitor acknowledges that it has an indemnification obligation hereunder in respect of such Liability or that the Indemnitor has made a good faith determination that it has no indemnification obligation hereunder in respect of such Liability. If the Indemnitor fails to perform its obligations under this Section 10.4, or if the Indemnitor shall have informed the Indemnitee in writing in that the Indemnitor does not have an indemnification obligation hereunder in respect of such Liability, then the Indemnitee shall have the right, but not the obligation, to take the actions which the Indemnitor would have had the right to take in connection with the performance of such obligations and, if the Indemnitee is entitled to indemnification hereunder in respect of the event or circumstance as to which the Indemnitee takes such actions, then the Indemnitor shall, in addition to indemnifying Indemnitee for the Liability, indemnify the Indemnitee for all of the legal, accounting and other costs, fees and expenses reasonably and actually incurred in connection therewith. (c) The Indemnitor shall have the right and obligation, in good faith and at its own cost and expense, to cure, remediate, mitigate, remedy or otherwise handle any event or circumstance which gives rise to a Liability in respect of which a Notice of Claim has been given (including events and circumstances which can be cured, remediated, mitigated or remedied through the expenditure of money and events and circumstances which give rise to a Liability which can be measured in terms of money), regardless of the nature of such Liability. Such right and obligation shall include, without limitation, (i) the right to investigate any such event or circumstance, and (ii) the right to defend, contest or otherwise oppose any third party claim, demand, suit, action or proceeding related to such event or circumstance with legal counsel selected by it. The exercise of such right and performance of such obligation shall not constitute an admission or agreement by Indemnitor that it has an indemnification obligation hereunder in respect of such Liability. If the Indemnitor proposes to settle or compromise any such third party action, demand, claim, suit or proceeding, the Indemnitor shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the Indemnitee a reasonable time prior to effecting such settlement or compromise. (d) The Indemnitee shall have the right, but not the obligation, to participate, at its own cost and expense, with counsel of its own choosing in the defense and/or settlement defense, contest or other opposition of any such Claimthird party claim, demand, suit, action or proceeding through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. The indemnification So long as the Indemnitor is in good faith performing its obligations of the Parties under this ARTICLE 11 Section 10.4, the Indemnitee shall (i) at Indemnitor's cost and expense, cooperate in all reasonable ways with, make its and its Affiliates' relevant files and records available for inspection and copying by, make its and its Affiliates' employees reasonably available to and otherwise render reasonable assistance to the Indemnitor upon request and (ii) not apply to amounts paid in settlement of compromise or settle any Claim if such settlement is effected claim, demand, suit, action or proceeding without the prior written consent of the Indemnitor. The failure Indemnitee shall have the right (i) to deliver object to the settlement or compromise of any such third party action, demand, claim, suit or proceeding whereupon if such settlement is solely a cash settlement (A) the Indemnitee will assume the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account and as if it were the Indemnitor and (B) the Indemnitor shall be released from any and all liability with respect to any such third party action, demand, claim, suit or proceeding to the extent that such liability exceeds the liability which the Indemnitor would have had in respect of such a settlement or compromise, or (ii) to assume, at any time by giving written notice to that effect to the Indemnitor within a reasonable time after Indemnitor, the commencement cure, mitigation, remediation, remedy or other handling of such event or circumstance and the defense, contest or other opposition of any such Claim, if prejudicial to its ability to defend such third party action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11demand, but the omission to deliver such written notice to claim, suit or proceeding for its own account whereupon the Indemnitor shall not relieve the Indemnitor of be released from any and all liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno event or circumstance and such third party action, demand, claim, suit or proceeding. (e) After the Closing, each Party shall take all commercially reasonable actions which may be necessary to enable the other Party to exercise its permitted assignee may claim indemnity rights and perform its obligations under this ARTICLE 11 Section 10.4. (on its own behalf or on behalf of a Juno Indemnitee)f) Notwithstanding anything contained herein to the contrary, each Party shall use, and other Juno Indemnitees shall cause its Affiliates to use, commercially reasonable efforts to mitigate any and all damages, losses, liabilities, costs and expenses in respect of which it may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity be entitled to indemnification hereunder.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 10, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suitthat the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, proceeding or cause except and only to the extent that the Indemnitor is actually prejudiced as a result of action with respect such failure to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim, but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor 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 any liability to any Indemnitee otherwise than under this ARTICLE 11Patent within the 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 9.

Indemnification Procedure. A Party that intends to claim indemnification Each of the parties in its respective capacity as an indemnitee (the “Indemnitee”) under this ARTICLE 11 hereunder, shall promptly notify give to the other Party party (the “Indemnitor”) in writing prompt written notice of any claim, complaint, suit, proceeding claim that might give rise to indemnified liabilities under Section 14.1 or cause 14.2 setting forth a description of action with respect those elements of such claim of which such Indemnitee has knowledge; provided that any failure to which give such notice shall not affect the Indemnitee intends obligations of the Indemnitor unless (and then solely to claim the extent) the ability of the Indemnitor to provide such indemnification is prejudiced in any material respect thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (for purposes provided that no Indemnitor will settle any such claim without (i) the appropriate Indemnitee’s prior written consent which consent shall not be unreasonably withheld or delayed or (ii) obtaining an unconditional release of this Section 11.3the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event, each a “Claim”), and 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 stated 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability writing delivered to the Indemnitee under this ARTICLE 11that, but as between the omission Indemnitor and the Indemnitee, the Indemnitor is responsible to deliver the Indemnitee with respect to such written notice claim to the extent and subject to the limitations set forth herein; provided further that the Indemnitor shall not relieve be entitled to control the Indemnitor defense of any liability claim if in the reasonable opinion of counsel for the Indemnitee there are one or more defenses available to any the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at which are not available to the Indemnitor’s request . To the extent that the undertaking to indemnify and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee hold harmless set forth in the preceding sentence may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, be unenforceable because it is understood that only Editas may claim indemnity violative of any law or public policy, each Indemnitor shall contribute the maximum portion which it is permitted to pay and satisfy under this ARTICLE 11 (on its own behalf or on behalf applicable law, to the payment and satisfaction of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderall Indemnified Liabilities incurred by the Indemnitee for any Indemnitor.

Indemnification Procedure. A Party An Indemnitee (whether a CCF Indemnitee or a COMPANY Indemnitee) that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify Paragraph 10.6 will give notice to the other Party (the “Indemnitor”) in writing indemnifying PARTY of any claim, complaint, suit, proceeding or cause of action with respect to COVERED CLAIM which the Indemnitee intends to claim such indemnification (for purposes of might be covered by this Section 11.3, each a “Claim”), and the Indemnitor Paragraph 10.6. The indemnifying PARTY shall have sole immediately take control of the defense and/or settlement thereofand investigation of the COVERED CLAIM, including selection of counsel reasonably acceptable to the Indemnitee, at the indemnifying PARTY’s sole cost and expense; provided provided, however, that the 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 shall have from all liability with respect to such COVERED CLAIM, or (b) that may adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which the indemnifying PARTY has an indemnity obligation hereunder. The Indemnitee agrees to cooperate and provide reasonable assistance to such defense at the indemnifying PARTY’s expense. The Indemnitee at all times reserves the right to participate, at its own expense, with select and retain counsel of its own choosing at its own expense to defend its interests, provided that the indemnifying PARTY will remain in control of the defense and/or settlement of such Claimdefense. The indemnification Indemnitee’s failure to perform any 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor Paragraph 10.6.3 shall not relieve the Indemnitor indemnifying PARTY of any liability its obligation under Paragraph 10.6 except to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood extent that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf the indemnifying PARTY can demonstrate that it has been materially prejudiced as a result of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderthe failure.

Indemnification Procedure. A Party party that intends to claim indemnification under this Section 9.2 (the “Indemnitee”) under this ARTICLE 11 shall shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Third Party Claim in respect of action with respect to which the Indemnitee intends 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 such indemnification hereunder; (for purposes of this Section 11.3, each a “Claim”), and ii) provide the Indemnitor shall have sole control of the defense and/or settlement thereofthereof with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that the Indemnitee shall have reserves the right to participateretain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, with counsel unless (a) the interests of its own choosing the Indemnitee and the Indemnitor in the defense and/or settlement suit conflict in such a manner and to such extent as to require, consistent with applicable standards of such Claim. The indemnification obligations professional responsibility, the retention of separate counsel for the Parties under this ARTICLE 11 Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor. The failure to deliver written notice have employed attorneys reasonably satisfactory to the Indemnitor Indemnitee to defend any action within a reasonable time after the notice of commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to action and (iii) provide the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesIndemnitor, at the Indemnitor’s request and expense, shall provide with reasonable assistance and full information and reasonable assistance to Indemnitor and its legal representatives with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to such Claims covered or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this indemnification. It is understood that only Juno Section 9.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or its permitted assignee may claim indemnity action under this ARTICLE 11 (on Section 9.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own behalf expense, but the Indemnitor shall have the sole right to control the defense or on behalf settlement thereof in accordance with the terms of a Juno Indemniteethis Section 9.2(c), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim indemnification indemnification, on behalf of itself or any of its Affiliates, or any of their respective directors, officers, employees or agents (the each, an “Indemnitee”) ), under this ARTICLE 11 Article 10 shall promptly notify the other Party (the “Indemnitor”) in writing of any the applicable claim, complaintprovided, suithowever, proceeding that the failure to give such notice shall not limit or cause otherwise reduce the indemnity provided for in this Agreement except to the extent that failure to give notice materially prejudices the rights of action with respect the Indemnitor. The Indemnitor shall have the right, upon notice to the Indemnitee within [***] after the receipt of any such notice, to undertake the defense, settlement or compromise of such claim, and 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 Indemnitor’s rights under this Section 10.3 and shall preclude the Indemnitor from disputing the manner in which the Indemnitee intends to claim may conduct the defense of such indemnification (for purposes of this Section 11.3claim. Upon such notice from the Indemnitor, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereofof such claim; 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 Claimclaim. The Indemnitor shall not settle any claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The indemnification obligations of the Parties under this ARTICLE 11 Article 10 shall not apply to amounts paid in settlement of any Claim claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11Indemnitee, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to such Claims claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim (a) Any party seeking indemnification hereunder (the "Indemnitee") shall notify the party liable for such indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “"Indemnitor”") in writing of any claimevent, complaint, suit, proceeding omission or cause of action with respect to occurrence which the Indemnitee intends believes has given or could give rise to claim Losses which are indemnifiable hereunder (such indemnification (for purposes written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly after the Indemnitee becomes aware of such event, omission or occurrence; provided, that the failure of any Indemnitee to give notice as provided in this Section 11.312.4 shall not relieve the Indemnitor of its obligations under this Section 12.4, each except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a “right of indemnification to the extent known by or available to Indemnitee. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim”). (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control of the defense and/or settlement thereofsuch defense. If any Indemnitee desires to participate in any such defense, it may do so at its sole cost and expense; provided provided, that the such Indemnitee shall have the right to participateemploy separate counsel to represent such Indemnitee in such defense, at its own the Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and on the advice of counsel, a conflict of interest between such Indemnitor and such Indemnitee exists with counsel of its own choosing in respect to such claim or demand or (ii) the defense and/or settlement Indemnitor agrees to the retention of such Claimcounsel. The indemnification obligations of So long as the Parties under this ARTICLE 11 Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not apply to amounts paid in settlement of any Claim if such settlement is effected pay or settle a claim or demand without the consent of the IndemnitorIndemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The failure to deliver Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and complete release of the Indemnitee, and provided also that no such settlement will, without the prior written notice to consent of the Indemnitee, impose any obligation or restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor within a reasonable time after the commencement of is defending in good faith any such Claimthird party claim, if prejudicial to its ability to defend such actiondemand, shall relieve such Indemnitor of liability to suit, action or proceeding, the Indemnitee under this ARTICLE 11shall at all times cooperate in all reasonable ways with, but the omission to deliver such written notice to make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall not relieve be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor of fails to timely defend, contest or otherwise protect against any liability to any such third party claim, demand, suit, action or proceeding, the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request 's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and expensemay make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. 37 (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which notice documents in reasonable detail the Loss or portion thereof by the Indemnitee) shall promptly and in any case within thirty days of receipt provide full information such reimbursement, unless and reasonable assistance only to the extent that the Indemnitor and disputes in good faith its legal representatives indemnity obligation with respect to such Claims covered by this indemnification. It is understood that only Juno Loss. (d) Each Indemnitee shall reasonably cooperate in complying with any applicable foreign, federal, state or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf local laws, rules or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity regulations or any discovery or testimony necessary to effectively carry out the Indemnitor's obligations hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSuch Indemnitee shall be reimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. A Party that intends In the event of any claim under this Article 6, the party claiming the right to claim indemnification indemnity (the “Indemnitee”"Claimant") under this ARTICLE 11 shall promptly notify the other Party indemnifying party (the “"Indemnitor”") of such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in writing of any claimsuch defense, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and but the Indemnitor shall have sole assume the direction and control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participatesuch defense. The Claimant shall, at its own expense, assist in and cooperate with counsel of the Indemnitor and its own choosing agents and insurers 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 claims. b) If Indemnitor. The failure to deliver written notice to the Indemnitor , within a reasonable time after the commencement notice of any such Claimclaim, if prejudicial fails to its ability to defend such actiondefend, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written Claimant will (upon further notice to the Indemnitor) have the right to undertake the defense, compromise or settlement of such claim for the account of Indemnitor, subject to the right of Indemnitor to assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 6 to the contrary notwithstanding, Indemnitor shall not relieve the Indemnitor not, without Claimant's prior written consent, settle or compromise any claim or consent to entry of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without Claimant's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the release of Claimant by the plaintiff from all liability in respect of such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderclaim.

Indemnification Procedure. A Party that intends to claim indemnification If a Lonza Indemnitee or Kolltan Indemnitee (the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Clause 9, it shall promptly notify the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control of the defense and/or settlement thereofthereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of 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 proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this Clause 9. The indemnification obligations of the Parties under this ARTICLE 11 Clause 9.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of liability any obligation to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationClause 9. It is understood that only Juno Lonza or its permitted assignee Kolltan may claim indemnity under this ARTICLE 11 Clause 9 (on its own behalf or on behalf of a Juno Indemniteeits Indemnitees), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 8.1 or 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 11 8, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of *** 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 liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope or enforceability of the Indemnitee’s patents 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder7.

Indemnification Procedure. A Party that intends to claim indemnification If a Lonza Indemnitee or Omeros Indemnitee (the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Clause 9, it shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control the defence thereof with counsel of the defense and/or settlement thereofits choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of 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 proceeding and provided further that the Indemnitor may not admit to any unlawful act or infringement of a Third Party’s Intellectual Property by the Indemnitee or agree to any invalidity or unenforceability of an Indemnitee’s patent rights without the indemnitee’s written consent. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this Clause 9. The indemnification obligations of the Parties under this ARTICLE 11 Clause 9.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of liability any obligation to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationClause 9. It is understood that only Juno Lonza or its permitted assignee Omeros may claim indemnity under this ARTICLE 11 Clause 9 (on its own behalf or on behalf of a Juno Indemniteeits Indemnitees), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 13.7(a) or Section 13.7(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly Section 13.7, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this ARTICLE 11Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to assume and control the defense of 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 will have the right to retain its own counsel, with the 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 such Claim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The Indemnitee under this ARTICLE 11will not settle or compromise any Claim without the prior written consent of the Indemnitor, and its employeesthe Indemnitor will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s request sole cost and expenseexpense and will make available to the Indemnitor all pertinent information under the Indemnitee’s control, shall provide full which information and reasonable assistance will be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 12.1.

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

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 12, the Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 11.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an Indemnitee under this ARTICLE 11 shall promptly notify Section 8 of notice of the other Party (the “Indemnitor”) in writing commencement of any claimaction or proceeding (including any governmental action or proceeding) involving a Claim, complaintsuch Indemnitee shall, suit, proceeding or cause of action with if a Claim in respect thereof is to which be made against the Indemnitee intends to claim such indemnification (for purposes of Company under this Section 11.38, each deliver to the Company a “Claim”)written notice of the commencement thereof including the factual basis for the Claim (if known) and the amount, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee Company shall have the right to participateparticipate in, at its own expenseand, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of its own choosing in any such action or proceeding by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or proceeding. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense and/or or any settlement of such Claimnegotiations with respect thereto. The indemnification obligations of the Parties under this ARTICLE 11 Company shall not apply to amounts paid in be liable for any settlement of any Claim if such settlement is action, claim or proceeding effected without its prior written consent (excluding where the Company has not elected to assume control of the defense), provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the IndemnitorIndemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such action, proceeding or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all insurance proceeds, third parties, firms or corporations relating to the matter for which indemnification has been made. The failure by an Indemnitee to deliver written notice to the Indemnitor Company within a reasonable time after of the commencement of any such Claim, if prejudicial action shall not relieve the Company of any liability to the Indemnitee under this Section 8 except to the extent that the Company is prejudiced in its ability to defend such action, in which event the liability of the Company to such Indemnitee shall relieve such Indemnitor of liability to be reduced by the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor amount of any liability losses incurred by the Company resulting from the Indemnitee’s failure to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to give such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (notice on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereundertimely basis.

Indemnification Procedure. A Party that intends to claim If a party is seeking indemnification under Section 24.1 or Section 24.2, as applicable (the “Indemnitee”) under this ARTICLE 11 ), it shall promptly notify inform the other indemnifying Party (the “Indemnitor”) in writing of the claim giving rise to the obligation to indemnify pursuant to Section 24.1 or Section 24.2, as applicable, as soon as reasonably practicable after receiving notice of the claim (an “Indemnification Claim Notice”); provided, that, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification under Section 24.1 or Section 24.2, as applicable, except to the extent that such delay or failure materially prejudices the Indemnitor’s ability to defend against the relevant claims. (A) The Indemnitor shall have the right, upon written notice given to the Indemnitee within [***] after receipt of the Indemnification Claim Notice, to assume the defense of any claim, complaint, suit, proceeding or cause of action with respect to such claim for which the Indemnitee intends is seeking indemnification pursuant to claim such indemnification (for purposes of this Section 11.324.1 or Section 24.2, each a “Claim”)as applicable. The Indemnitee shall cooperate with the Indemnitor and the Indemnitor’s insurer as the Indemnitor may reasonably request, and at the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitor’s cost and expense. The Indemnitee shall have the right to participate, at its own expense, expense and with counsel of its own choosing choice, in the defense and/or settlement of any claim or suit that has been assumed by the Indemnitor. (B) The Indemnitor shall not settle any claim without first obtaining the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned, or delayed; provided, that, the Indemnitor shall not be required to obtain such Claimconsent if the settlement: (i) involves only the payment of money and shall not result in the Indemnitee (or other Amneal Indemnitees or Metsera Indemnitees, as applicable) becoming subject to injunctive or other similar type of relief; (ii) does not require an admission by the Indemnitee (or other Amneal Indemnitees or Metsera Indemnitees, as applicable); and (iii) does not adversely affect the rights or licenses granted to the Indemnitee (or its Affiliates) under this Agreement. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected claim without first obtaining the prior written consent of the Indemnitor. (C) If the Parties cannot agree as to the application of Section 24.1 or Section 24.2, as applicable, to any claim, pending the resolution of the dispute pursuant to Article 29.9, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 24.1 or Section 24.2, as applicable, upon resolution of the underlying claim. The failure to deliver written notice In each case, the Indemnitee shall reasonably cooperate with the Indemnitor and shall make available to the Indemnitor within a reasonable time after all pertinent information under the commencement control of any such Claimthe Indemnitee, if prejudicial which information shall be subject to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 19.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 10, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, 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 the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope or enforceability of the GlobeImmune Licensed Patents 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 under shall reasonably cooperate with the [*] = Certain confidential information contained in this ARTICLE 11document, marked by brackets, is filed with the Securities and its employeesExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 9.

Indemnification Procedure. A Party that intends to claim Any Person seeking indemnification under this Section 10 (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the right to participate in, and, to the extent the Indemnitor so desires, to assume the defense and/or settlement thereofthereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and the other Party within thirty (30) days after receipt of written notice of such Claim from the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement fees and expenses to be paid (a) by the Indemnitor, if representation of such ClaimIndemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceeding; or (b) by Indemnitee in all other cases. The indemnification obligations of In no event shall the Parties under this ARTICLE 11 shall not apply to amounts paid Indemnitor be liable for any Liabilities that result from any delay by the Indemnitee in settlement of any Claim if such settlement is effected without providing the consent of the Indemnitor. The failure to deliver written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor within a reasonable time after the commencement of any is not obligated to indemnify, defend or hold harmless an Indemnitee from and against such Claim, if prejudicial to the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Liabilities incurred by the Indemnitor in its ability to defend defense of such action, shall relieve such Indemnitor of liability Claim with respect to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11Indemnitee. The Indemnitee under this ARTICLE 11and the other Party, and its employees, at the Indemnitor’s request employees and expenseagents, shall provide full information and reasonable assistance to reasonably cooperate with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any Claim covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 10.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 7.5(a) or Section 7.5(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly Section 7.5, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this ARTICLE 11Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee 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 such Claim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The Indemnitee under this ARTICLE 11will not settle or compromise any Claim without the prior written consent of the Indemnitor, and its employeesthe Indemnitor will not settle or compromise any Claim in any manner which would require any admission by the Indemnitee or impose any obligation on the Indemnitee, without the prior written consent of the Indemnitee, which consent, in each case, will not be unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information and reasonable assistance will be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 8.

Indemnification Procedure. A Party that intends claim to claim 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 11 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 10.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall 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 to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 11, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas Fate may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas a Fate Indemnitee), and other Editas Fate Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A 12.3.1 The Party that intends to claim seeking indemnification (the under this Agreement “Indemnitee”) under this ARTICLE 11 shall promptly notify must (a) provide the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control timely written notice of the Claim, (b) give Indemnitor control over the defense and/or settlement thereof; provided that of such Claim and (c) not settle, release or otherwise dispose of the Claim without Indemnitor’s written consent If Indemnitee shall fails to give Indemnitor prompt notice of a Claim, Indemnitor will be relieved of its obligation to indemnify Indemnitee for such Claim, but only to the extent Indemnitor is prejudiced by the delay in receiving the notice. Indemnitor must also notify Indemnitee of important developments affecting the defense of the Claim as it relates to Indemnitee and must conduct such defense in a manner consistent with Indemnitee’s best interests. 12.3.2 Indemnitee will have the right to participateparticipate in the defense of the Claim and to employ counsel, at its own expense, with separate from the 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 employed by Indemnitor. The failure Prior to deliver the settlement, release or disposition (“Disposition”) of a Claim as it relates to Indemnitee, Indemnitor must give written notice to Indemnitee of the Indemnitor within a reasonable time terms of the proposed Disposition. Within ten (10) days after receiving the commencement of any such Claimnotice, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such must give written notice to the Indemnitor shall not relieve the Indemnitor of any either its consent or objection to the proposed Disposition. If Indemnitee objects to the proposed Disposition, Indemnitor will not settle or release the Claim as it relates to Indemnitee, but will withdraw from the defense of the Claim as it relates to Indemnitee and surrender the defense to Indemnitee as it relates to Indemnitee. Upon such withdrawal, Indemnitor’s obligation to Indemnitee will cease. 12.3.3 If, as the result of a Claim brought by a third party, both Parties are found to be liable, then each Party will contribute to the common liability to any Indemnitee otherwise than under this ARTICLE 11a pro rata share based in its relative degree of fault as determined by the adjudication. The Indemnitee under this ARTICLE 11If the adjudication does not apportion fault, and its employeesif the Parties cannot agree on their pro rata shares of liability, at then the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives dispute will be resolved in accordance with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 22.

Indemnification Procedure. A Party that intends to claim (a) To obtain indemnification (the “Indemnitee”) under this ARTICLE 11 Agreement, 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 notify on receipt of such a request for indemnification, advise the other Party (the “Indemnitor”) Board in writing of any claimthat Indemnitee has requested indemnification. (b) On written request by Indemnitee for indemnification pursuant to section 9(a), complainta determination, suitif required by applicable law, proceeding or cause of action with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change of Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case by the Indemnitee intends to claim such indemnification person or persons or in the manner provided in clause (for purposes ii) or (iii) of this Section 11.3section 9(b)) in a written opinion to the Board, each a “Claim”copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Board, by the shareholders of the Company; or (iii) as provided in section 10(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity on reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to section 9(b), the Independent Counsel shall be selected as provided in this section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel, unless and until a court shall have determined that such objection is without merit. If, within twenty days after submission by Indemnitee of a written request for indemnification pursuant to section 9(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under section 9(b). The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to section 9(b), and the Indemnitor Company shall have sole control pay all reasonable fees and Expenses incident to the procedures of this section 9(c), regardless of the defense and/or settlement thereof; provided that manner in which such Independent Counsel is selected or appointed. On 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the due commencement of any judicial proceeding or arbitration pursuant to section 11(a)(iii), Independent Counsel shall be discharged and relieved of any further responsibility in such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability capacity (subject to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor applicable standards of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemniteeprofessional conduct then prevailing), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends a. Indemnitee agrees to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall notify Indemnitor promptly notify the other Party (the “Indemnitor”) in writing upon receipt of any inquiry, notice, claim, complaintcharge, suit, proceeding or cause of action or demand pertaining to the matters indemnified hereunder, stating the nature and basis of such inquiry or notification, the amount thereof and Indemnitee’s reasonable best estimate of the amount of Indemnitor’s liability to Indemnitee in connection therewith. Indemnitee shall promptly deliver to Indemnitor any and all documentation or records as Indemnitor may request in connection with respect such notice or inquiry and shall keep Indemnitor advised of any subsequent developments. b. If any action shall be brought against Indemnitee, then after Indemnitee notifies Indemnitor thereof, Indemnitor shall be entitled to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”)participate therein, and the Indemnitor shall have sole control of assume the defense and/or settlement thereof; provided that thereof at the Indemnitee shall have the right to participate, at its own expense, expense of Indemnitor with counsel of its own choosing in the defense and/or settlement of reasonably satisfactory to Indemnitee and to settle and compromise any such Claim. The indemnification obligations of the Parties under this ARTICLE 11 shall not apply claim or action; provided, however, that Indemnitee may elect to amounts paid in settlement of any Claim be represented by separate counsel at Indemnitee’s expense and if Indemnitee so elects, such settlement is or compromise shall be effected without only with the consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor which consent shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderbe unreasonably withheld.

Indemnification Procedure. A The Indemnified Party that intends shall: (i) promptly notify the Indemnitor in writing of the pending or threatened Action subject to claim indemnification such indemnity (the “IndemniteeIndemnified Action”) under this ARTICLE 11 shall promptly notify as soon as reasonably practicable after the other Indemnified Party first becomes aware of such Indemnified Action; (the “Indemnitor”ii) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and give the Indemnitor shall have sole control of any defense and settlement of such Indemnified Action; and (iii) give, and shall cause the Indemnitees of PDF (if Advantest is the Indemnitor) or the Indemnitees of Advantest (if PDF is the Indemnitor) to give, to the Indemnitor reasonable assistance requested by the Indemnitor in connection with any such defense and/or settlement thereofor settlement; provided that the Indemnitor shall pay any reasonable and necessary out-of-pocket costs incurred by the Indemnitees for such assistance. The Indemnitor shall not make, without the Indemnified Party’s express prior written consent, any admission, settlement or concession that may interfere or negatively impact any right, title or interest of an Indemnitee shall have or obligate an Indemnitee other than the right obligation to participate, at its own expense, with counsel of its own choosing in pay any Losses for which the defense and/or Indemnitor is obligated to indemnify the Indemnitee. The Indemnitor will not be liable for the 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 an Indemnified Action by an Indemnitee without the Indemnitor’s prior written consent of the Indemnitor. The failure to deliver written notice to unless the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to breaches its ability duty to defend hereunder regarding such actionIndemnified Action. If any Indemnified Action against the Indemnitees involves Losses subject to indemnity hereunder as well as other Losses, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve nonetheless be fully responsible for defending, indemnifying and holding the Indemnitor Indemnitees harmless to the extent of any liability those Losses that are subject to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, indemnity hereunder and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance cooperation to Indemnitor and its legal representatives the Indemnitees’ counsel with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderLosses asserted in the same Action.

Indemnification Procedure. A Party As a condition to the indemnification under this Agreement, an indemnified entity (UNIVERSITY or CARDIFF Indemnitee, Licensee or a Sublicensee as applicable — each being an “Indemnified Entity”) that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Article 8 shall promptly notify the other Party Licensee and Sublicensees or UNIVERSITY or CARDIFF, as applicable (such indemnifying entity, the “Indemnitor”) in writing of any claim, complaint, suit, proceeding liability or cause action in respect of action with respect to which the Indemnitee Indemnified Entity intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”)indemnification, and the Indemnitor shall have sole control of the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee an Indemnified Entity shall have the right to participate, at retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement of such Claimfees and expenses to be paid by the Indemnified Entity. The indemnification indemnity obligations of the Parties under this ARTICLE 11 Article 8 shall not apply to amounts paid in settlement of any Claim loss, claim, damage, liability, or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its the extent such failure substantially impairs Indemnitor’s ability to defend such action, shall relieve such Indemnitor of any such liability to the Indemnitee Indemnified Entity with regard to such action under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11Article 8. The Indemnitee under this ARTICLE 11Indemnified Entity, and its employees, at the Indemnitor’s request and expenseagents, shall provide full information and reasonable assistance to cooperate fully with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any action, claim, or liability covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party (a) An indemnified party under Section 10.4 of this Agreement shall give prompt written notice to SPSS (when and to the extent that intends to claim indemnification (the “Indemnitee”indemnified party has actual knowledge thereof) under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claimcondition, complaintevent or occurrence or the commencement of any action, suitsuit or proceeding for which indemnification may be sought, proceeding and SPSS, through counsel reasonably satisfactory to the indemnified party, shall assume the defense thereof or cause of action other indemnification obligation with respect thereto; provided, however, that any indemnified party shall be entitled to which the Indemnitee intends to claim participate in any such indemnification (for purposes of this Section 11.3action, each a “Claim”), and 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, suit or proceeding with counsel of its own choosing choice 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 and/or settlement within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses of such Claimits attorneys will be covered by the indemnity provided for in Section 10.4. The No action, suit or proceeding for which indemnification obligations may be sought shall be compromised or settled in any manner which might adversely affect the interests of SPSS without the Parties under this ARTICLE 11 prior written consent of SPSS (which shall not apply be unreasonably withheld); provided, however, that DeltaPoint may settle any claim or cause of action without SPSS's consent, but in such case SPSS shall not be required to amounts paid reimburse DeltaPoint for its Losses except and to the extent that a court of competent jurisdiction finally determines on appeal that SPSS must indemnify DeltaPoint therefor. Notwithstanding anything in settlement of any Claim if such settlement is effected this Section 10.5 to the contrary, SPSS shall not, without the prior written consent of the Indemnitor. The failure to deliver written notice indemnified party, (i) settle or compromise any action, suit or proceeding or consent to the Indemnitor within a reasonable time after the commencement entry of any such Claim, if prejudicial judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to its ability to defend the indemnified party of a written release from all 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 indemnified party other than as a result of money damages or other money payments. SPSS shall relieve such Indemnitor of liability to pay all expenses, including attorneys' fees, that may be incurred by any indemnified party in enforcing the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderprovided for in Section 10.4.

Indemnification Procedure. A Party that intends to claim indemnification Each indemnified party (the “Indemnitee”) under this ARTICLE 11 shall promptly notify will give the other Party indemnifying party (the “Indemnitor”) in writing prompt written notice of any claim, complaint, suit, proceeding Claims or cause discovery of action with respect to fact upon which the Indemnitee intends to claim such indemnification (base a request for purposes of this Section 11.3indemnification. Notwithstanding the foregoing, each a “Claim”), and the failure to give timely notice to the Indemnitor shall will not release the Indemnitor from any liability to the Indemnitee to the extent the Indemnitor is not materially prejudiced thereby. (a) The Indemnitee will furnish promptly to the Indemnitor copies of all papers and official documents in the Indemnitee’s possession or control which relate to any Claims; provided, however, that if the Indemnitee defends or participates in the defense of any Claims, then the Indemnitor will also provide such papers and documents to the Indemnitee. The Indemnitee will reasonably cooperate with the Indemnitor in defending against any Claims. (b) The Indemnitor will have sole the right, by prompt written notice to the Indemnitee, to assume direction and control of the defense and/or settlement thereof; provided of any Claim, with counsel reasonably satisfactory to the Indemnitee and at the sole cost of the Indemnitor, so long as (a) the Indemnitor will promptly notify the Indemnitee in writing (but in no event more than 30 days after the Indemnitor’s receipt of notice of the Claim) that the Indemnitor intends to indemnify the Indemnitee shall have pursuant to this Article absent the development of facts that give the Indemnitor the right to participateclaim indemnification from the Indemnitee, and (b) the Indemnitor diligently pursues the defense of the Claim. (c) If the Indemnitor assumes the defense of the Claim as provided in this Section 10.5, the Indemnitee may participate in such defense with the Indemnitee’s own counsel who will be retained, at its own the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor will consent to the entry of any judgment or enter into any settlement with counsel respect to the Claim without the prior written consent of its own choosing the other party, which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the defense and/or settlement of such Claim. The indemnification obligations 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 Parties 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 ARTICLE 11 shall Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such Claim will cease. (d) The Indemnitor will not apply to amounts paid in be liable for any settlement or other disposition of any a Claim if such settlement by the Indemnitee which is effected reached without the written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to claim indemnification (the “Indemnitee”"INDEMNITEE") under this ARTICLE 11 shall promptly notify give written notice to the other Party party obligated to provide indemnity (the “Indemnitor”"INDEMNITOR") in writing of any claim, complaint, suit, proceeding or cause of action with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee intends shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to claim a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such indemnification legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (for purposes of this Section 11.3or multiple Indemnitees). If the Indemnitee elects to so participate, each a “Claim”)the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall have sole control deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense and/or settlement thereof; provided of such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to participateelect to settle any claim for monetary damages only without the Indemnitee's consent, at its own expense, with counsel of its own choosing in if the defense and/or settlement of such Claim. The indemnification obligations includes a complete release of the Parties under this ARTICLE 11 shall Indemnitee. If the settlement does not apply include such a release, it will be subject to amounts paid in settlement of any Claim if such settlement is effected without the consent of the IndemnitorIndemnitee, which will not be unreasonably withheld. The failure to deliver Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written notice to consent, which will not be unreasonably withheld. If the Indemnitor within a reasonable time after the commencement subject of any such ClaimClaim results in a judgment or settlement, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any liability Claim in accordance with the terms of Section 5.4(b), if the Indemnitor fails diligently to any prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesmay defend against the subject of the Claim, at the Indemnitor’s request 's sole cost, risk and expense, shall provide full information in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable assistance notice to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationthe Indemnitor. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf If the Indemnitee defends the subject of a Juno Indemnitee)Claim in accordance with this Section, and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.the

Indemnification Procedure. A Party that intends In order to claim receive the benefits of the indemnity under Section 11.02(a) or 11.03, as applicable, a Person seeking indemnification (the each, an “Indemnitee”) under this ARTICLE 11 shall promptly notify must: (a) give the other indemnifying Party (the “Indemnitor”) in writing written notice of any claim or potential claim promptly after the Indemnitee receives notice thereof; provided, that failure of the Indemnitee to provide such notice shall not constitute a waiver of, or result in the loss of, such Indemnities’ right to indemnification under this Agreement, except to the extent that the Indemnitor’s rights, or its ability to defend against or settle such claim or potential claim, complaint, suit, proceeding or cause of action with respect are prejudiced by such failure to which the Indemnitee intends to claim such indemnification notify; (for purposes of this Section 11.3, each a “Claim”), and b) allow the Indemnitor shall have sole to assume the control of the defense and/or and settlement thereof; provided that the Indemnitee shall have the right (including all decisions relating to participatelitigation, 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement and appeal) of any such Claimclaim; provided, if prejudicial to that: (a) the Indemnitor has confirmed its ability to defend such action, shall relieve such Indemnitor of liability indemnification obligation to the Indemnitee under this ARTICLE Article 11, but (b) no such settlement would materially adversely affect the omission to deliver rights or obligations of such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, Agreement without the Indemnitee’s prior written consent; and its employees(c) any settlement reached without the prior written consent of such Indemnitee shall be for monetary damages only (which amount shall be fully indemnified hereunder by the Indemnitor) and not for any equitable relief and shall not include any admission or ongoing obligation or restriction on the part of such Indemnitee; and (c) reasonably cooperate with the Indemnitor, at the Indemnitor’s request and expense, in its defense of the claim (including making documents and records available for review and copying and making persons within such Indemnitee’s control available for pertinent interview and testimony), including by negotiating appropriate joint defense agreements and similar arrangements to, as fully as possible, provide such cooperation without vitiating any legal privilege to which such Indemnitee is entitled. If the Indemnitor defends the claim, the Indemnitee may at its expense and using attorneys of its choice, participate in, but shall provide full information and reasonable assistance to not have any control of, the defense or settlement of such claim. The Indemnitor 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 shall have no liability under this ARTICLE Article 11 (on its own behalf as to any claim for which settlement or on behalf compromise of a Juno Indemnitee)such claim, and other Juno Indemnitees may not directly claim indemnity hereunder. Likewiseor an offer of settlement or compromise of such claim, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf made by an Indemnitee without the prior written consent of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderthe Indemnitor.

Indemnification Procedure. A Party that intends to If any action or claim indemnification is or shall be commenced by a third party (the in any such case, a “Claim”) in respect of which any party (an “Indemnitee”) under this ARTICLE 11 seeks or will seek indemnification from another party (an “Indemnitor”) pursuant to either paragraph (a) or (b) of Section 5.1, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) Indemnitor in writing and summarize the nature of any claim, complaint, suit, proceeding or cause the Claim and the basis upon which it is asserted. Any delay in sending such a notice shall be without prejudice to the rights of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and unless the Indemnitor shall have sole control of delay demonstrably prejudices 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 rights of the Indemnitor. The failure to deliver written notice to the Indemnitor within Within twenty (20) days after an Indemnitee gives such a reasonable time after the commencement of any such Claimnotice, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve notify the Indemnitee in writing whether the Indemnitor of any liability will defend the action. If the Indemnitor elects to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewisedefend, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf will not settle or on behalf compromise the Claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld. If the Indemnitor does not defend the Claim, the Indemnitee shall be entitled, but not obligated to, defend the Claim. Whether or not the Indemnitor defends, the Indemnitor shall pay all costs and expenses of an Editas Indemnitee)the defense. Moreover, and other Editas Indemnitees may if the Indemnitor does not directly claim indemnity hereundertimely elect to defend or does so elect but does not defend the Claim in good faith, the Indemnitee need not consult the Indemnitor regarding any settlement or compromise.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall 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 [ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. obligations of the Parties under this ARTICLE Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the 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 Article 11, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE Article 11. The Indemnitee under this ARTICLE Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee InterMune may claim indemnity under this ARTICLE Article 11 (on its own behalf or on behalf of a Juno InterMune Indemnitee), and other Juno InterMune Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas Array may claim indemnity under this ARTICLE Article 11 (on its own behalf or on behalf of an Editas Array Indemnitee), and other Editas Array Indemnitees may not directly claim indemnity hereunder. If the Parties cannot agree as to the application of Sections 11.1 and 11.2 to any particular Claim, then each Party may conduct its own defense against same, and each reserves the right to claim indemnity hereunder from the other Party upon resolution of the underlying Claim.

Indemnification Procedure. A Party that intends (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to claim indemnification (the “Indemnitee”"INDEMNITEE") under this ARTICLE 11 shall promptly notify give written notice to the other Party party obligated to provide indemnity (the “Indemnitor”"INDEMNITOR") in writing of any claim, complaint, suit, proceeding or cause of action with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee intends shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to claim a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such indemnification legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (for purposes of this Section 11.3or multiple Indemnitees). If the Indemnitee elects to so participate, each a “Claim”)the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall have sole control deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense and/or settlement thereof; provided of such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to participateelect to settle any claim for monetary damages only without the Indemnitee's consent, at its own expense, with counsel of its own choosing in if the defense and/or settlement of such Claim. The indemnification obligations includes a complete release of the Parties under this ARTICLE 11 shall Indemnitee. If the settlement does not apply include such a release, it will be subject to amounts paid in settlement of any Claim if such settlement is effected without the consent of the IndemnitorIndemnitee, which will not be unreasonably withheld. The failure to deliver Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written notice to consent, which will not be unreasonably withheld. If the Indemnitor within a reasonable time after the commencement subject of any such ClaimClaim results in a judgment or settlement, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any liability Claim in accordance with the terms of Section 5.4(b), if the Indemnitor fails diligently to any prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesmay defend against the subject of the Claim, at the Indemnitor’s request 's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall provide full information and reasonable assistance to Indemnitor cooperate with the Indemnitee and its legal representatives counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee shall maintain confidentiality with respect to all such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Losses arising under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), Agreement shall be in addition to any other obligations the Indemnitor might otherwise have and any other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderrights the Indemnitee might otherwise have.

Indemnification Procedure. A Party In the event that any legal proceeding shall be instituted or any claim or demand shall be asserted by any person in respect of which Buyer or Seller intends to claim seek indemnification under the provision of this Article 12, the party seeking indemnification (the “"Indemnitee”") under this ARTICLE 11 shall promptly shall, within thirty (30) days from the date the Indemnitee received actual knowledge of the claim, notify the other Party party against whom indemnification is sought (the “"Indemnitor”") of such claim and provide the Indemnitor with a copy of such claim or other documents received. Notwithstanding the foregoing, a party's right to indemnification hereunder shall not be affected by any delay in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”)giving notice unless, and then only to the extent that, the rights or remedies of the Indemnitor shall have sole control been prejudiced as a result of the delay in giving such notice. In the event that Indemnitor has acknowledged that it will indemnify and reimburse Indemnitee's Damages with respect to a particular lawsuit, claim or demand, Indemnitor shall be permitted to control the conduct of any defense and/or settlement thereof; provided that and, at the expense and option of Indemnitor, may settle such claim with Indemnitee's prior written consent (which consent shall not be unreasonably withheld ). If Indemnitor has failed to accept such defense within twenty (20) days after Indemnitor has received written notice of such suit, claim or demand as described in this Paragraph or has failed to maintain such defense with reasonable diligence after such acceptance, Indemnitee may control the conduct of any defense. Indemnitee shall have the right to participate, at its own expense, cooperate with counsel of its own choosing Indemnitor in the defense and/or settlement of each such Claimdefense. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in make no settlement of any Claim if such settlement is effected suit, claim or demand without the Indemnitor's prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor (which consent shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemniteebe unreasonably withheld), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends The Person entitled to claim indemnification under this Section 8 (the “Indemnitee”) under this ARTICLE 11 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing after the receipt of notice of the commencement of any claim, complaint, suit, proceeding legal action or cause claim against such Indemnitee in respect of action with respect which indemnification may be sought pursuant to which the Indemnitee intends to claim such indemnification (for purposes foregoing provisions of this Section 11.3, each a “Claim”), and the 8. Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall thereafter have the right to participateassume the investigation and defense of that claim, at its own expenseincluding employing legal counsel. If the Indemnitor does not promptly assume the investigation and defense of the claim, with the Indemnitee may do so and employ legal 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeeschoosing, at the Indemnitor’s request expense. In any case, the Indemnitor shall pay or reimburse the Indemnitee for all court costs, attorneys’ fees and experts’ fees relating to the claim and post any appeals bonds. If the Indemnitee assumes the defense of a claim, the Indemnitee has the right, at its expense, to employ separate legal counsel and participate in the defense of that claim. The Indemnitor shall provide full information and reasonable assistance not be liable for any settlement of a claim without its written consent to the settlement. To prevent double recovery for a claim, the Indemnitee shall reimburse the Indemnitor and for payments or costs incurred in an indemnity claim with the proceeds of any judgment, insurance, bond, surety or other recovery by the Indemnitee for the indemnified claim. If the Indemnitee fails to perform any of 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 obligations under this ARTICLE 11 (on Section 8.6 and the failure prejudices the Indemnitor in its own behalf or on behalf defense of a Juno Indemnitee)the claim, and other Juno Indemnitees may not directly claim indemnity hereunder. Likewisethe Indemnitor’s obligation to indemnify shall remain in effect but shall be reduced to the extent, if any, that it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderso prejudiced.

Indemnification Procedure. A Party With respect to claims made by third parties, if any party that intends is entitled to claim indemnification hereunder (the “each, an "Indemnitee”") under this ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing of is threatened with any claim, complaintor any claim is presented to or any action or proceeding commenced against the Indemnitee, suitwhich may give rise to the right of indemnification hereunder, proceeding or cause of action with respect to which the Indemnitee intends will give prompt written notice thereof to the Indemnitor. The Indemnitor, by delivery of written notice to the Indemnitee within twenty (20) days of receipt of notice of a claim for indemnification from the Indemnitee, may elect to assume the defense of any such indemnification (for purposes of this Section 11.3, each a “Claim”), and third party claim at the Indemnitor's expense. If the Indemnitor assumes the defense, it shall have sole control the right to settle an indemnifiable matter without the consent of the defense and/or Indemnitee unless the settlement thereof; provided that would have a material adverse effect on the Indemnitee. If the Indemnitor does not timely elect to defend an indemnifiable matter, the Indemnitee shall have the exclusive right to participateprosecute, at its own expensedefend, with counsel of its own choosing in compromise, settle, or pay any claim, without prejudice to the defense and/or settlement of such Claim. The indemnification obligations right of the Parties under this ARTICLE 11 shall not apply Indemnitee to amounts paid in settlement of recover any Claim if such settlement is effected without the consent of and all losses and reasonable expenses (including attorneys fees and costs) incurred from the Indemnitor. The failure to deliver written notice Indemnitee shall permit the Indemnitor reasonable access to the Indemnitor within a reasonable time after the commencement books and records of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and shall otherwise cooperate with the Indemnitor shall not relieve the Indemnitor in connection with any matter or claim of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee)REDHOOK SUPPLY, and other Juno Indemnitees may not directly claim indemnity hereunder. LikewiseDISTRIBUTION, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.AND LICENSING AGREEMENT

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 (ONO Indemnity) or Section 10.2 (FATE Indemnity) shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 10 (Indemnity and Insurance), the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of the Indemnification Claim as described in this Section 10.3 (Indemnification Procedure), above, the Indemnitee may defend the Indemnification Claim at Indemnitor’s expense (subject to Sections 10.1 (ONO Indemnity) and 10.2 (FATE Indemnity)) but shall have no obligation to do so. Neither the Indemnitor nor the Indemnitee shall admit fault on behalf of the other Party without the written consent of such Claimother Party. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope, exclusivity, duration or enforceability of the intellectual property or Confidential Information or Patent or other rights granted or licensed to the Indemnitee hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 Article 8 (on its own behalf or on behalf of a Juno IndemniteeConfidentiality), and other Juno Indemnitees may not directly claim indemnity hereundercause its employees to be available in a deposition, hearing or trial. Likewise* Confidential Information, it is understood that only Editas may claim indemnity under indicated by [***], has been omitted from this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), filing and other Editas Indemnitees may not directly claim indemnity hereunderfiled separately with the Securities and Exchange Commission.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 14.1 or Section 14.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 14, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this ARTICLE 11Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). Each claim notice shall describe in reasonable detail the basis for such claim (the “Claim Basis”) and specify the amount or the estimated amount of Losses actually incurred or paid by the Indemnitee as a result of the Claim Basis, to the extent ascertainable. By delivering notice to the Indemnitee within [***] days after delivery of notice described in the immediately preceding sentence, the Indemnitor may assume and control, with the sole power to direct, the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee. If the Indemnitor does not assume control of the defense of the Indemnification Claim as described in this Section 14.3, above, the Indemnitee shall control such defense at Indemnitor’s expense (subject to Sections 14.1 and 14.2). The Party not controlling such defense may participate therein at its own expense. Neither the Indemnitor nor the Indemnitee shall admit fault on behalf of the other Party without the written consent of such other Party. The Indemnitee shall not settle or compromise an Indemnification Claim without the prior written consent of the Indemnitor, which shall not be unreasonably withheld, delayed or conditioned. The Indemnitor shall not settle or compromise an Indemnification Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee for which the Indemnitee is not indemnified under this Agreement, without the prior written consent of the Indemnitee. The Party controlling the defense of an Indemnification Claim shall keep the other Party advised of the status of such Indemnification Claim and the defense thereof and shall reasonably consider recommendations made by the other Party with respect thereto. The other Party shall cooperate fully with the Party controlling such defense and shall make available all pertinent information under its control, which information shall be subject to ARTICLE 1112, and cause its employeesemployees to be available in a deposition, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno hearing or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereundertrial.

Indemnification Procedure. A Party that intends Except as otherwise provided in Article 6 with respect to claim Taxes, for the purposes of administering the indemnification provisions of this Article 7, the following procedures shall apply from and after the Closing Date: (the “Indemnitee”a) under this ARTICLE 11 An indemnified party shall promptly notify the other Party (the “Indemnitor”) Indemnitor of any Indemnification Event in writing within 30 days following the receipt of notice of the commencement of any claim, complaint, suit, action or proceeding or cause within 60 days of action (A) the assertion of any claim against such indemnified party or (B) the discovery by such indemnified party of any loss giving rise to indemnity pursuant to this Article 7 (any 30 or 60 day notification requirement shall begin to run, in the case of a claim which is amended so as to give rise to an Indemnification Event, from the first day such claim is amended to include any claim which is an Indemnification Event hereunder), unless a shorter period is required in order to avoid a default order being entered, in which event such shorter time period will be applicable, such notice to describe in reasonable detail the basis of such Indemnification Event. The failure to give notice as required by this Section 7.3 in a timely fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnitor's ability to defend against the event with respect to which indemnification is sought is adversely affected by the Indemnitee intends failure of the indemnified party to claim such indemnification (for purposes of give notice in a timely fashion as required by this Section 11.37.3, each a “Claim”), and it being understood however that the Indemnitor shall have sole control no obligation to seek to set aside any default judgment that may be entered due solely to the failure of the indemnified party to deliver timely notice of claim to the Indemnitor as required by this Section. (b) If any action or proceeding referred to in this Article is brought against an indemnified party, and it gives appropriate notice to the Indemnitor of the commencement of such action or proceeding, the Indemnitor will be entitled to participate in such action or proceeding and, to the extent that it wishes (unless the Indemnitor is also a party to such action or proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense and/or of such action or proceeding with counsel reasonably satisfactory to the indemnified party. If notice is given to an Indemnitor of the commencement of any action or proceeding and the Indemnitor does not, within fifteen days after the Indemnitor's notice is given, give notice to the indemnified party of its election to assume the defense of such action or proceeding then the indemnified party may assume the defense of such action or proceeding, but the indemnified party will not settle or compromise the claim, action or proceeding without the consent or agreement of the Indemnitor, which consent or agreement will not be unreasonably withheld or delayed. Any party which assumes the defense of such claim, proceeding or action shall pursue such defense, settlement thereof; provided that and negotiations in good faith. (c) In cases where the Indemnitee Indemnitor has assumed the defense or settlement with respect to an Indemnification Event, the Indemnitor shall have be entitled to assume the right to participate, at its own expense, defense or settlement thereof with counsel of its own choosing choosing, provided that: (A) the indemnified party (and its counsel) shall be entitled to continue to participate at its own cost (except as provided below) 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial action or proceeding or in any negotiations or proceedings to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to settle or otherwise eliminate any claim for which indemnification is being sought; (B) the Indemnitor shall not relieve be entitled to settle or compromise any such action, proceeding or claim without the consent or agreement of the indemnified party (which consent will not be unreasonably withheld or delayed), provided, that if and only if such consent is withheld, the Indemnitor's liability shall be limited to the amount for which the Indemnitor agreed with the claimant to settle and the Indemnitor shall remain responsible for its costs and attorneys' fees to the date such settlement was rejected by the indemnified party and the indemnified party shall be responsible for the costs and attorneys' fees in respect of such claim thereafter; and (C) after written notice by the Indemnitor to the indemnified party of its election to assume control of the defense of any liability claim, the Indemnitor shall not be liable to such indemnified party hereunder for any Indemnitee otherwise than under this ARTICLE 11attorneys' fees and disbursements subsequently incurred by such indemnified party in connection therewith (except as provided below). (d) In the event indemnification is requested, the relevant Indemnitor, its representatives and agents shall have access to the premises, books and records of the indemnified party or parties seeking such indemnification and their Affiliates to the extent reasonably necessary to assist it in defending or settling any action, proceeding or claim; provided, however, that such access shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the indemnified party or parties. The Indemnitee under this ARTICLE 11Except as reasonably necessary to assist the Indemnitor in defending or settling such action, and its employeesproceeding or claim, at the Indemnitor’s request and expenseindemnified party shall cooperate with the Indemnitor in such defense, shall provide full but not be required to disclose any information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno itself or any of its permitted assignee may claim indemnity under this ARTICLE 11 Affiliates (on its own behalf or on behalf of a Juno Indemniteeformer Affiliates), and other Juno Indemnitees may the indemnified party shall not directly be required to participate in the defense of any claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 to be indemnified hereunder (on its own behalf or on behalf of an Editas Indemniteeexcept as otherwise expressly set forth herein), unless otherwise required or reasonably necessary in the defense of any claim to be indemnified hereunder. (e) Notwithstanding anything to the contrary in this Article 7, the Indemnitor shall continue to pay the attorneys' fees and disbursements and other Editas Indemnitees costs each indemnified party may incur (x) relating to such indemnified party's participation in any Indemnification Event (whether or not directly the Indemnitor shall have assumed the defense of such Indemnification Event) to the extent such participation relates to a claim indemnity hereunderor defense that the indemnified party has that the Indemnitor does not have, or relates to a claim or defense as to which the Indemnitor may have a conflict of interest, or (y) relating to discovery against or testimony of such indemnified party and for participation of such indemnified party's own counsel in such discovery and testimony.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 10.6(a) or Section 10.6(b) shall be referred to herein as a “Claim.” If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Section ‎10.6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control of the defense and/or settlement thereofof such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitor Indemnitee’s interests, without the prior written consent of any liability to any Indemnitee otherwise than under this ARTICLE 11the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection ‎8.1.

Indemnification Procedure. A Party that intends (a) Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to claim indemnification (be made against the “Indemnitee”) Corporation under this ARTICLE 11 shall promptly Agreement, notify the other Party (Corporation of the “Indemnitor”) commencement thereof in writing unless the Corporation shall have otherwise received notice of such Proceeding. The omission to so notify the Corporation will not relieve it from any claimliability which it may have to Indemnitee except to the extent that the Corporation is materially damaged by such omission. (b) If a claim for indemnification or advances under this Agreement is not paid by the Corporation within thirty (30) days of receipt of written notice, complaintthe rights provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction or Indemnitee may, suitat Indemnitee's sole option, proceeding seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, which award shall be binding and non-appealable upon the Corporation and enforceable in any court of competent jurisdiction. (c) The Expenses of Indemnitee incurred in connection with any Proceeding concerning Indemnitee's right to indemnification or cause of action with advances in whole or in part pursuant to this Agreement shall also be indemnified by the Corporation unless it is decided in a Proceeding that Indemnitee had no right to indemnification or advances pursuant to this Agreement. (d) With respect to any Proceeding for which indemnification is requested, the Indemnitee intends Corporation will be entitled to claim such indemnification (for purposes of this Section 11.3participate therein at its own expense and, each a “Claim”)except as otherwise provided below, and to the Indemnitor shall have sole control of extent that it may wish, the Corporation may assume the defense and/or settlement thereof; , with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee for any attorneys' fees subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided that the below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's prior written consent. Indemnitee shall have the right to participate, at its employ Indemnitee's 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11Proceeding, but the omission to deliver fees of such written counsel incurred after notice to from the Indemnitor Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not relieve in fact have employed counsel to assume the Indemnitor defense of a Proceeding, or (iv) counsel employed by the Corporation shall not have been approved by Indemnitee, in each of which cases the Expenses of Indemnitee's counsel shall be advanced by the Corporation. The Corporation shall not be entitled to assume the defense of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered Proceeding brought by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of the Corporation or as to which Indemnitee has concluded that there may be a Juno conflict of interest between the Corporation and Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends If any written claim is made by any third party against a party to claim indemnification this Agreement for which such party (the “Indemnitee”) under this ARTICLE 11 properly seeks indemnification, Indemnitee shall promptly notify the other Party party (the “Indemnitor”) and Indemnitor shall defend against the claim. Such notice will in writing any event be given within a reasonable period of time of becoming aware of any claim against Indemnitee stating the nature and basis of such claim; provided, complainthowever, suitthat 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, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor it shall have sole control of the defense and/or and all related settlement thereof; provided that the negotiations and Indemnitee shall have the right to participateshall, at its own Indemnitor’s sole expense, provide Indemnitor with counsel of its own choosing 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 Indemnitee. If Indemnitor does not assume 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimclaim, if prejudicial to its ability to Indemnitee may, at Indemnitor’s expense, defend against such action, shall relieve claim in such Indemnitor of liability to the manner as Indemnitee under this ARTICLE 11, but the omission to deliver may deem appropriate and settle such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11claim on such terms as it may deem appropriate, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance assert against Indemnitor any rights or claims to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It which Indemnitee is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderentitled.

Indemnification Procedure. A 15.3.1 Each indemnified Party that intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 shall promptly notify give the other indemnifying Party (the “Indemnitor”) in writing prompt written notice of any claim, complaint, suit, proceeding Claims or cause discovery of action with respect to any facts upon which the Indemnitee intends to claim such indemnification (base a request for purposes of this Section 11.3indemnification. Notwithstanding the foregoing, each a “Claim”), and 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written give timely notice to the Indemnitor shall not relieve release the Indemnitor of from any liability to the Indemnitee to the extent the Indemnitor is not materially prejudiced thereby. 15.3.2 The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents in the Indemnitee’s possession or control which relate to any Claims; provided, however, that, if the Indemnitee otherwise than under this ARTICLE 11defends or participates in the defense of any Claims, then the Indemnitor shall also provide copies of all such papers and documents in the Indemnitor’s possession or control to the Indemnitee. The Indemnitee under this ARTICLE 11shall reasonably cooperate with the Indemnitor in defending against any Claims. 15.3.3 The Indemnitor shall have the right, by prompt written notice to the Indemnitee, to assume direction and its employeescontrol of the defense of any Claim, at the sole cost and expense of the Indemnitor, so long as (i) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than [...***...] after the Indemnitor’s request receipt of notice of the Claim) that the Indemnitor intends to indemnify the Indemnitee pursuant to this Article 15 absent the discovery of any facts that give the Indemnitor the right to claim indemnification from the Indemnitee and (ii) the Indemnitor diligently pursues the defense of the Claim. 15.3.4 If the Indemnitor assumes the defense of the Claim as provided in Section 15.3.3, the Indemnitee may participate in such defense with the Indemnitee’s own counsel who shall be retained, at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor shall provide full information and reasonable assistance consent to Indemnitor and its legal representatives the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, (i) such Claims covered consent shall not be required with respect to any such judgment or settlement involving only the payment of money by this indemnification. It is understood that only Juno the Indemnitor and (ii) such consent may be withheld in the other Party’s sole discretion with respect to any such judgment or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf settlement involving any stipulation or on behalf admission of liability or fault by or of the other Party or the Indemnitee or would result in the other Party or Indemnitee being subject to injunctive relief. 15.3.5 The Indemnitor shall not be liable for any settlement or other disposition of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it Claim by the Indemnitee which is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf reached without the written consent of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderthe Indemnitor.

Indemnification Procedure. A Party that If any person or entity (each, an “Indemnitee”) intends to claim indemnification (under Section 8.5(a), the “Indemnitee”) under this ARTICLE 11 shall Indemnitee will promptly notify the other Party party from whom indemnity is sought (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall to give such notice will not relieve Indemnitor of its indemnification obligation under this Agreement (1) except and only to the extent that Indemnitor’s defense is actually prejudiced as a result of such failure to give notice and (2) Indemnitor will have no obligation whatsoever to indemnify for any fees, costs or expenses incurred by any Indemnitee prior to such notification to Indemnitor. Indemnitor will have the right to participate, assume and control the defense of such claim at its own expenseexpense with counsel selected by Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that all Indemnitees in the aggregate will have the right to retain a single counsel reasonably acceptable to Indemnitor, with the reasonable fees, costs and expenses to be paid by Indemnitor, if representation of such Indemnitees by the counsel retained by Indemnitor would be inappropriate due to an actual or apparent conflict of its own choosing in interest between such Indemnitees and Indemnitor. If Indemnitor does not assume the defense and/or settlement of such Claimclaim as aforesaid, the Indemnitee may defend such claim but will have no obligation to do so. The Indemnitee will not settle or compromise any claim for 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 prior written consent of Indemnitor, and Indemnitor will not settle or compromise any such claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such ClaimIndemnitee, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall in each case which consent will not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11be unreasonably withheld or delayed. The Indemnitee under this ARTICLE 11, and its employees, will reasonably cooperate with Indemnitor at the Indemnitor’s request expense and expense, shall provide full information and reasonable assistance will make available to Indemnitor and its legal representatives with respect all pertinent information under the control of the Indemnitee, which information will be subject to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderSection 7.1.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Person (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 11, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action 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 which the omitted portions. - 44 – Execution Version failure by an Indemnitee intends to claim give such notice shall not relieve the Indemnitor of its indemnification (for purposes obligation under this Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of this Section 11.3, each a “Claim”such failure to give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such the Indemnification Claim as described in this Section 11.3 above, the Indemnitee may defend the Indemnification Claim, but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this ARTICLE 11Agreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.Article

Indemnification Procedure. A Party that intends to claim (a) To obtain indemnification (the “Indemnitee”) under this ARTICLE 11 Agreement, Indemnitee shall submit to the Secretary of the Company (or to such other officer as may be designated by the Board of Directors) a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary or other designated officer of the Company shall, promptly notify upon receipt of such a request for indemnification, advise the other Party (the “Indemnitor”) Board of Directors in writing of any claimthat Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, complaint, suit, proceeding or cause of action a determination with respect to Indemnitee's entitlement thereto, if required by applicable law, shall be made in the following specific cases: (i) if a Change of Control (as herein defined) shall have occurred, by Independent Counsel (as herein defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the shareholders, in which case by the Indemnitee intends to claim such indemnification person or persons or in the manner provided in clauses (for purposes ii) or (iii) of this Section 11.39(b) in a written opinion to the Board of Directors, each a “Claim”copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board of Directors 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 of Directors, a copy of which shall be delivered to Indemnitee or (C) if directed by the Directors, by the shareholders of the Company; or (iii) as provided in Section 10(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and 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. The failure to deliver give written notice to the Indemnitor Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Circuit Court of the State of Florida for the County of Flagler for resolution of any objection which shall have been made by the Company or Indemnitee of the other party's selection of Independent Counsel and/or for the appointment of Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable time after fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with such Independent Counsel's obligations under Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial Proceeding pursuant to Section 11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability capacity (subject to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor applicable standards of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemniteeprofessional conduct then prevailing), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim indemnification If a LONZA Indemnitee or a IMMUCELL Indemnitee (the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Clause 8, it shall promptly notify the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control of the defense and/or settlement thereofthereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of 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 proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this Clause 8. The indemnification obligations of the Parties under this ARTICLE 11 Clause 8.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of liability any obligation to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationClause 8. It is understood that only Juno LONZA or its permitted assignee IMMUCELL may claim indemnity under this ARTICLE 11 Clause 8 (on its own behalf or on behalf of a Juno Indemniteeits Indemnitees), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends 6.1 NOTICE Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee will, if a claim is to claim indemnification (be made against the “Indemnitee”) Company under this ARTICLE 11 shall promptly Agreement, notify the other Party (Company of the “Indemnitor”) in writing commencement of the Proceeding. The omission to notify the Company will not relieve it from any claim, complaint, suit, proceeding or cause of action with liability which it may have to the Indemnitee otherwise than under this Agreement. 6.2 COMPANY PARTICIPATION With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate in the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of the Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee intends of its election to claim such indemnification (assume the defense of a Proceeding, during the Company's good faith active defense the Company will not be liable to the Indemnitee under this Agreement for purposes of this Section 11.3, each a “Claim”), and any legal or other expenses subsequently incurred by the Indemnitor shall have sole control Indemnitee in connection with the defense of the defense and/or settlement thereof; Proceeding, other than reasonable costs of investigation or as otherwise provided that below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to participate, at its own expense, with employ his or her counsel in any Proceeding but the fees and expenses of the counsel incurred after notice from the Company of its own choosing assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense and/or settlement of such Claima Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. The indemnification obligations of the Parties under this ARTICLE 11 Company shall not apply be entitled to amounts paid in settlement assume the defense of any Claim if such settlement is effected without the consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered Proceeding brought by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of the Company or as to which the Indemnitee has made the conclusion that there may be a Juno conflict of interest between the Company and the Indemnitee). 6.3 SUBROGATION In the event of payment of Expenses under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee vis a vis a third party, and other Juno Indemnitees Indemnitee shall do all things that may not directly claim indemnity hereunder. Likewisebe necessary to secure such rights, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf including the execution of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereundersuch documents necessary to enable the Company effectively to bring suit to enforce such rights.

Indemnification Procedure. A Party All claims for indemnification by a Person entitled to be indemnified hereunder (an "Indemnitee") by another Person (an "Indemnitor"), shall be asserted and resolved as follows: (a) In the event that intends any claim or demand for which an Indemnitee may claim indemnity is asserted against or sought to be collected from an Indemnitee by a third party, the Indemnitee shall notify the Indemnitor within fifteen (15) days following the receipt by the Indemnitee of such claim indemnification or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the “Indemnitee”) "Claim Notice"); provided, however, that the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability it may have to the Indemnitee under this ARTICLE 11 Article IX unless, and only to the extent that, such failure so to notify results in the loss of substantive rights or defenses. (b) An Indemnitor shall promptly notify have thirty (30) days from the other Party date on which the Claim Notice is duly given (the “Indemnitor”"Notice Period") in writing to notify an Indemnitee (i) whether or not it disputes the liability of any claim, complaint, suit, proceeding or cause of action the Indemnitor to the Indemnitee hereunder with respect to which such claim or demand and (ii) whether or not the Indemnitor desires, at its sole cost and expense, to defend the Indemnitee intends against such claim or demand; provided, however, that the Indemnitor shall not be entitled to assume the defense of any proceeding pursuant to Section 9.4(b)(ii) unless it has accepted and assumed in writing the obligation to indemnify the Indemnitee with respect to Damages arising from or relating to such claim or demand. If an Indemnitor does not notify an Indemnitee within the Notice Period that it disputes its liability to the Indemnitee, the Indemnitor shall be liable for the amount of any Damages related thereto. (c) In the event an Indemnitor notifies an Indemnitee within the Notice Period that it desires to defend the Indemnitee against such indemnification (claim or demand from the Indemnitee, then except as hereinafter provided the Indemnitor shall defend, at its sole cost and expense, the Indemnitee by appropriate proceedings, shall use its best efforts to settle or prosecute such proceedings to a final conclusion in such a manner as to avoid any risk of the Indemnitee becoming subject to any injunctive or other equitable order for purposes relief or to liability for any other matter, and shall control the conduct of this Section 11.3such defense; provided, each however, that the Indemnitor shall not, without the prior written consent of the Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee of a “Claim”)release, in form and substance reasonably satisfactory to the Indemnitee, from all liability in respect of such claim or litigation. If the defendants in any such claim or demand include both the Indemnitor and the Indemnitee, and the Indemnitor Indemnitee, following consultation with and notice to the Indemnitor, shall have sole control received the opinion of outside counsel, reasonably acceptable to the defense and/or settlement thereof; provided Indemnitor, stating that there may be legal defenses or rights available to the Indemnitee which are different from, in actual or potential conflict with, or additional to those available to the Indemnitor, the Indemnitee shall have the right to participateselect one law firm to act at the Indemnitor's expense as separate counsel, on behalf of the Indemnitee. In addition, if the Indemnitee desires to participate in, but not control, any other defense or settlement, it may do so at its own sole cost and expense. So long as the Indemnitor is defending in good faith any such claim or demand, 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 Indemnitee shall not apply to amounts paid in settlement of any Claim if settle such settlement is effected claim or demand without the consent of the Indemnitor. The failure , which consent shall not be unreasonably withheld or delayed. (d) In the event an Indemnitee should have a claim against an Indemnitor hereunder which does not involve a claim or demand being asserted against or sought to deliver written notice be collected from the Indemnitee by a third party, the Indemnitee shall promptly send a Claim Notice with respect to such claim to the Indemnitor; provided, however, that the failure so to notify the Indemnitor within a reasonable time after will not relieve the commencement of Indemnitor from any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability it may have to the Indemnitee under this ARTICLE 11Article IX unless, but and only to the omission extent that, such failure so to deliver notify results in the loss of substantive rights or defenses. If the Indemnitor does not notify the Indemnitee within the Notice Period that it disputes such written notice to claim, the Indemnitor shall not relieve be liable for the Indemnitor amount of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderDamages related thereto.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under 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 11 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope or enforceability of the 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 under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 11.

Indemnification Procedure. (i) A Party that claim to which indemnification applies under Section 9.6(a) or Section 9.6(b) shall be referred to herein as a “Claim.” If any Person (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this ARTICLE 11 Section 9.6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control of the defense and/or settlement thereofof such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor if representation of such Indemnitee by the counsel of its own choosing 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 and otherwise by the Indemnitee. If the Indemnitor does not assume the defense and/or settlement of such Claim as aforesaid, the Indemnitee may defend such Claim, with the fees and expenses to be paid by the Indemnitor, but shall have no obligation to do so. The indemnification obligations 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 Parties under this ARTICLE 11 Indemnitee, which information shall be subject to the terms of the Confidentiality Agreement. (ii) The Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise any Claim in any manner that would have an adverse effect on the Indemnitor Indemnitee’s interests, without the prior written consent of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11the Indemnitee, and its employeeswhich consent, at the Indemnitor’s request and expensein each case, shall provide full information and reasonable assistance to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderbe unreasonably withheld.

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

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Person (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 11, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suitthat the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, proceeding or cause except and only to the extent that the Indemnitor is actually prejudiced as a result of action with respect such failure to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such the Indemnification Claim as described in this Section 11.1.3 above, the Indemnitee may defend the Indemnification Claim, but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this ARTICLE 11Agreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 10.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 8.1 or Section 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 11 Article 8, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this ARTICLE 11Agreement 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 object. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 8.3, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee under this ARTICLE 11shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and its employeesthe Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would impose any obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or 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 request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 7.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 5.4 shall be referred to herein as an “Indemnification Claim”. If an Indemnitee intends to claim indemnification (under Section 5.4, the “Indemnitee”) under this ARTICLE 11 Indemnitee shall promptly notify the other Party (the “Indemnitor”) BMS 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 such indemnification (for purposes of this Section 11.3, each a “that may be an Indemnification Claim”), and the Indemnitor . BMS shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by BMS, provided, however, that the Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if Indemnitee determines that representation of such Indemnitee by the counsel retained by BMS would be inappropriate due to actual or potential differing interests between such Indemnitee and any party represented by such counsel in such proceedings. BMS shall have the right to settle or compromise any claims for which it is providing indemnification under Section 5.4, provided that the consent of its own choosing the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) shall be required in the defense and/or event any such settlement or compromise would adversely affect the interests of such Claimthe Indemnitee. The indemnification obligations of the Parties BMS under this ARTICLE 11 Section 5.4 shall not apply to amounts paid in settlement of any Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the IndemnitorBMS. The failure to deliver written notice to the Indemnitor BMS within a reasonable time after the commencement of any such Claimaction subject to Section 5.4, if materially prejudicial to its BMS’ ability to defend such action, shall relieve such Indemnitor BMS of liability any obligation to the Indemnitee under this ARTICLE 11, but the omission Section 5.4 with respect to deliver Liability relating to or arising from such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11action. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request employees and expenseagents, shall provide full information and reasonable assistance to Indemnitor reasonably cooperate with BMS and its legal representatives with respect to such Claims in the investigation of any action, claim or liability covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim indemnification (a) Whenever any Loss shall be asserted against or incurred by a Buyer Indemnitee, the “Indemnitee”) under this ARTICLE 11 Buyer Indemnitee shall promptly notify the other Party give written notice thereof (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”) to Seller. The Buyer Indemnitee shall furnish to the Seller in reasonable detail such information as the Buyer Indemnitee may have with respect to the Claim (including in any case copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). If the Claim has been provided to the Seller prior to the lapse of the expiration of the right to make a Claim, then the Seller shall continue to have the obligation to indemnify until the resolution of such Claim. The failure to give such notice shall not relieve the Seller of its indemnification obligations under this Agreement. (b) Any controversy involving only Parent, Buyer and Seller regarding whether a Claim is properly indemnifiable under the terms of this Article 8 shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment upon the Indemnitor award rendered through arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in Santa C▇▇▇▇ County, California, unless the parties mutually agree in writing to change the location, before a single neutral arbitrator appointed in the manner prescribed in AAA Commercial Arbitration Rule 13 provided that Parent, Buyer and Seller have sole control attempted to resolve such controversy through negotiations in good faith. Either Parent, Buyer or Seller may seek from any court, interim or provisional, relief that is necessary to protect the rights or property of such Party, pending the appointment of the arbitrator or the arbitrator’s determination of the merits of the controversy. The Parties shall be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure. The fees and expenses of the arbitrators shall be borne equally by Buyer and Seller. Each Party shall be responsible for its own legal fees and expenses for the proceeding. The decision of the arbitrators shall be final and non-appealable. The arbitration award shall be in writing and shall specify the factual and legal bases for the award. Judgment on the award may be entered in any court having jurisdiction. (c) If the Claim is based on a claim of a person that is not a party to this Agreement, the Seller shall, at its expense, undertake the defense and/or settlement thereof; of such Claim with attorneys of its own choosing reasonably satisfactory to the Buyer Indemnitee provided that the Seller acknowledges the Buyer Indemnitee’s right to indemnification for such Claim pursuant to this Agreement. In the event the Seller, within ten (10) business days after receiving notice of a Claim from the Buyer Indemnitee, fails to defend the Claim, the Buyer Indemnitee may, at the Seller’s expense, undertake the defense of the Claim and may compromise or settle the Claim, all for the account of the Seller. After notice from the Seller to the Buyer Indemnitee of its election to assume the defense of such Claim, the Seller shall not be liable to the Buyer Indemnitee under this Section 8.4 for any legal expenses subsequently incurred by the Buyer Indemnitee in connection with the defense thereof, except for such expenses incurred in connection with cooperation with, or at the request of, the Seller; provided, however, that the Buyer Indemnitee shall have the right to participateengage counsel to represent it if, at its own expense, with counsel of its own choosing in the defense and/or settlement Buyer Indemnitee’s reasonable judgment, based upon the advice of counsel, it is advisable, in light of the separate interests of the Buyer Indemnitee and the Seller, for the Buyer Indemnitee to be represented by separate counsel, and in that event the reasonable fees and expenses of such Claim. separate counsel shall be paid by the Seller. (d) The indemnification obligations of the Parties under this ARTICLE 11 Seller shall not apply consent to amounts paid in settlement entry of any Claim if such settlement is effected without judgment, except with the consent of the IndemnitorBuyer Indemnitee (which may be given or withheld in its sole discretion), or enter into any settlement, except with the consent of the Buyer Indemnitee, which such consent shall not be unreasonably withheld or delayed. The failure In the event the Buyer Indemnitee refuses to deliver written notice consent to the Indemnitor within entry of a reasonable time after judgment or a settlement for which the commencement Seller is solely and entirely responsible and has indicated its sole and entire responsibility in writing to the Buyer Indemnitee, following such refusal, the liability of the Seller to the Buyer Indemnitee will be fixed at the amount of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to money damages provided in the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno proposed judgment or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereundersettlement.

Indemnification Procedure. A Party that intends (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the party entitled to claim indemnification (the “Indemnitee”"INDEMNITEE") under this ARTICLE 11 shall promptly notify give written notice to the other Party party obligated to provide indemnity (the “Indemnitor”"INDEMNITOR") in writing of any claim, complaint, suit, proceeding or cause of action with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee intends shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to claim a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such indemnification legal position or defense is not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (for purposes of this Section 11.3or multiple Indemnitees). If the Indemnitee elects to so participate, each a “Claim”)the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall have sole control deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense and/or settlement thereof; provided of such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder. The Indemnitor shall have the right to participateelect to settle any claim for monetary damages only without the Indemnitee's consent, at its own expense, with counsel of its own choosing in if the defense and/or settlement of such Claim. The indemnification obligations includes a complete release of the Parties under this ARTICLE 11 shall Indemnitee. If the settlement does not apply include such a release, it will be subject to amounts paid in settlement of any Claim if such settlement is effected without the consent of the IndemnitorIndemnitee, which will not be unreasonably withheld. The failure to deliver Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written notice to consent, which will not be unreasonably withheld. If the Indemnitor within a reasonable time after the commencement subject of any such ClaimClaim results in a judgment or settlement, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any liability Claim in accordance with the terms of Section 5.4(b), or if the Indemnitor fails diligently to any prosecute such defense, the Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employeesmay defend against the subject of the Claim, at the Indemnitor’s request 's sole cost, risk and expense, in such manner and on such terms as the Indemnitee deems appropriate, including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor shall provide full information and reasonable assistance to Indemnitor cooperate with the Indemnitee and its legal representatives counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defenses. Indemnitee shall maintain confidentiality with respect to all such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity information consistent with the conduct of a defense hereunder. (d) The obligation of the Indemnitor to indemnify the Indemnitee against Losses arising under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), Agreement shall be in addition to any other obligations the Indemnitor might otherwise have and any other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderrights the Indemnitee might otherwise have.

Indemnification Procedure. A 10.5.1 Each indemnified Party that intends to claim indemnification specified above in this Article 10 (the “Indemnitee”) under this ARTICLE 11 shall promptly notify agrees to give the other indemnifying Party (the “Indemnitor”) in writing prompt written notice of any claim, complaint, suit, proceeding Losses or cause discovery of action with respect to fact upon which the Indemnitee intends to claim such base a request for indemnification (for purposes of this Section 11.3hereunder. Notwithstanding the foregoing, each a “Claim”), and 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. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written give timely notice to the Indemnitor shall not relieve release the Indemnitor of from any liability to the Indemnitee to the extent the Indemnitor is not prejudiced thereby. 10.5.2 The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents in the Indemnitee’s possession or control which relate to any Losses; provided, however, that if the Indemnitee otherwise than under this ARTICLE 11defends or participates in the defense of any Losses, then the Indemnitor shall also provide such papers and documents to the Indemnitee. The Indemnitee under this ARTICLE 11shall cooperate with the Indemnitor in providing witnesses and records and other reasonable assistance necessary in the defense against any Losses at Indemnitor’s sole expense. 10.5.3 The Indemnitor shall have the right, by prompt notice to the Indemnitee, to assume direction and its employeescontrol of the defense of any Third Party claim forming the basis of such Losses, with counsel reasonably acceptable to the Indemnitee and at the sole cost of the Indemnitor, so long as (i) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than thirty (30) days after the Indemnitor’s request receipt of notice of the Third Party claim giving rise to indemnification hereunder), absent the development of facts that give the Indemnitor the right to claim indemnification from the Indemnitee and (ii) the Indemnitor diligently pursues the defense of the claim. 10.5.4 If the Indemnitor assumes the defense of the claim as provided in Section 10.5.3 above, the Indemnitee may participate in such defense with the Indemnitee’s own counsel who shall be retained at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor shall provide full information and reasonable assistance consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to any material obligation, including injunctive relief or other relief (or loss of rights hereunder), the Indemnitor shall have the right, upon notice to the Indemnitee within five (5) days of receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its legal representatives or the Third Party’s benefit, as shall be established at trial or by settlement, the full amount of the Indemnitor’s obligation under Section 10.1, 10.2, 10.3 or 10.4, as applicable, with respect to such Claims covered by this indemnification. It proposed judgment or settlement, including all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is understood that only Juno or its permitted assignee may claim indemnity obligated under this ARTICLE 11 (on its own behalf Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to the claim shall cease. 10.5.5 If the Indemnitor does not so assume the defense of such claim, the Indemnitee may conduct such defense with counsel of the Indemnitee’s choice but may not settle such case without the written consent of the Indemnitor, such consent not to be unreasonably withheld or on behalf delayed. 10.5.6 Except to the extent expressly provided for in Section 10.5.5 above, the Indemnitor shall not be liable for any settlement or other disposition of a Juno Loss by the Indemnitee which is reached without the written consent of the Indemnitor, such consent not to be unreasonably withheld or delayed. 10.5.7 Except as otherwise provided in this Section 10.5, the portion of costs and expenses, including reasonable fees and expenses of counsel, incurred by any Indemnitee under Section 10.5.5 in connection with any claim corresponding to the Indemnitor’s obligation under Section 10.1, 10.2, 10.3 or 10.4, as applicable, shall be reimbursed on a calendar quarter basis by the Indemnitor, for so long as the Indemnitee controls the defense of the claim, without prejudice to the Indemnitor’s right to contest the Indemnitee), ’s right to indemnification and other Juno Indemnitees may subject to refund in the event the Indemnitor is ultimately held not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas to be obligated to indemnify the Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this ARTICLE 11 Article 10, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 11.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing 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 and/or settlement of such Claimthe Indemnification Claim as described in this Section 10.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this ARTICLE 11 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the Indemnitee under this ARTICLE 11, but the omission to deliver such written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this ARTICLE 11Agreement or the scope or enforceability of the OncoMed Intellectual Property, or Confidential Information or Patent or other rights licensed to OncoMed by BSP hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this ARTICLE 11, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor 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 this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunderArticle 9.