Common use of Indemnification Procedure Clause in Contracts

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

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

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee ARTICLE 11 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be an Indemnification Claim such indemnification (it being understood for purposes of this Section 11.3, each a “Claim”), and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and sole control of the defense of and/or settlement thereof; provided that the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsClaim. If the Indemnitor does not assume the defense The indemnification obligations of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee Parties under this ARTICLE 11 shall not settle or compromise the Indemnification apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, and 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 settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeARTICLE 11. The Indemnitee shall reasonably cooperate with the Indemnitor under this ARTICLE 11, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under the control this ARTICLE 11 (on its own behalf or on behalf of the a Juno Indemnitee), which information shall be subject to Article 11and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only 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 claim to which indemnification applies under Section 12.1 8.6(a) or Section 8.6(b) shall be referred to herein as an a “Indemnification Claim”. If any Person person or Persons entity (collectivelyeach, the an “Indemnitee”) intends to claim indemnification under this Article 12Section 8.6, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification a Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification such Claim as aforesaid, the Indemnitee may defend the Indemnification such Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification any Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11Section 7.1.

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

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

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

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

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

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

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

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

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

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

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

Indemnification Procedure. A claim Promptly after receipt by a Person entitled to which indemnification applies under Section 12.1 shall be referred to herein as 9.1 (such Person, an “Indemnification Indemnified Person”) of notice of the commencement of any Action (an “Indemnified Claim”. If ) by any Person or Persons (collectivelyother than the Issuer, such Indemnified Person will, if a claim is to be made hereunder against the “Indemnitee”) intends to claim indemnification under this Article 12Issuer in respect thereof, the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) Issuer in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, howeverthe commencement thereof; provided, that the failure by an Indemnitee omission to give such notice shall so notify the Issuer will not relieve Indemnitor the Issuer or RAG from any liability that either may have hereunder except to the extent the Issuer has been materially prejudiced by such failure. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Issuer of its indemnification obligation under this Agreement except and only the commencement thereof, the Issuer will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the Indemnitor is actually prejudiced as a result defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Issuer and based on advice of such failure Indemnified Person’s counsel there are legal defenses available to give notice). The Indemnitor such Indemnified Person that are different from or additional to those available to the Issuer, such Indemnified Person shall have the right to assume select separate counsel to assert such legal defenses and control to otherwise participate in the defense of such Indemnified Claims on behalf of such Indemnified Person. Upon receipt of notice from the Indemnification Claim at Issuer to such Indemnified Person of its own expense election so to assume the defense of such Indemnified Claims with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaidIndemnified Person, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, Issuer shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the Indemnitor at defense thereof (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the Indemnitor’s expense and shall make available assertion of legal defenses in accordance with the proviso to the Indemnitor immediately preceding sentence (it being understood that all pertinent information under such expenses shall be reimbursed as they occur), (b) the control Issuer shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the IndemniteeIndemnified Claims, which information (c) the Issuer shall be subject not have acknowledged its indemnification obligation to Article 11such Indemnified Person or shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not reasonably cured within fifteen (15) Business Days of receipt of such notice, or (d) the Issuer shall have authorized in writing the employment of counsel for such Indemnified Person.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification Procedure. A claim to which party seeking indemnification applies under this Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons 7.1 (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall promptly notify the Party subject to the indemnification obligation indemnifying party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedin respect of which the Indemnitee claims such indemnification hereunder, provided however, that the failure by an Indemnitee to give given such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement obligations hereunder except and only to the extent that the Indemnitor is actually materially prejudiced by such failure. Further, the Indemnitee shall provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as a result to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee. In the event the Indemnitor and/or its retained counsel fail to promptly provide such failure defense, or, having commenced such defense, fail to give notice). The Indemnitor diligently proceed with such defense, the Indemnitee shall have the right to assume and control the defense of the Indemnification Claim at any such matter through legal counsel of its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, choosing and the Indemnitor shall not settle be liable for the attorneys’ fees and litigation expenses. Neither the Indemnitor nor the Indemnitee shall be responsible to or compromise bound by any settlement made by the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), other without the its prior written consent of the Indemniteeconsent, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitor shall keep the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control informed of the Indemniteeprogress of any claim, which information shall be subject to Article 11suit or action under this Section 7.1.

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

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee 11 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be an Indemnification Claim such indemnification (it being understood for purposes of this Section 11.3, each a “Claim”), and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and sole control of the defense of and/or settlement thereof; provided that the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsClaim. If the Indemnitor does not assume the defense The indemnification obligations of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee Parties under this Article 11 shall not settle or compromise the Indemnification apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Indemnitor, and which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to deliver written notice to the Indemnitor shall not settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeArticle 11. The Indemnitee shall reasonably cooperate with the Indemnitor under this Article 11, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Incyte may claim indemnity under the control this Article 10 (on its own behalf or on behalf of the an Incyte Indemnitee), which information shall be subject to and other Incyte Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only GHI may claim indemnity under this Article 1110 (on its own behalf or on behalf of a GHI Indemnitee), and other GHI Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A (a) Whenever Buyer seeks indemnification for any losses described in Section 7.3 (provided the Escrow Agent is holding the Escrow Fund), Buyer shall provide notice of such claim to which indemnification applies under Section 12.1 the Escrow Agent pursuant to the terms of the Escrow Agreement and the Escrow Agent shall disburse the Escrow Fund or a portion thereof to the Buyer in accordance with the terms of the Escrow Agreement. (b) The parties agree that in the event judicial proceedings are instituted in connection with a dispute regarding distribution of the Escrow Fund by the Escrow Agent, the losing party in such judicial proceeding shall be referred to herein as an liable for all attorneys’ fees, costs, expert fees and other costs, fees and expenses of the winning party in connection with such judicial proceeding. (c) In the event the Escrow Agent is no longer holding any portion of the Escrow Fund and/or in all other cases other than those covered by Section 7.5(a), whenever any claim shall arise for indemnification or other claim hereunder (a “Indemnification Claim”. If ), the party seeking indemnification or making any Person or Persons other claim under this Agreement (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject promptly give written notice to the indemnification obligation party which is or may be obligated to provide indemnity or other recovery (the “Indemnitor”) in writing promptly upon becoming aware with respect to the Claim after the receipt by the Indemnitee of any claim that may be an Indemnification Claim (it being understood and agreed, however, that reliable information of the facts constituting the basis for the Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. If a result Claim is made hereunder, the Indemnitor shall make prompt payment of such failure Claim to give noticethe Indemnitee subject to the terms and limitations set forth herein, provided however, if an Indemnitor disputes all or any portion of the Claim or related Losses, any dispute related thereto shall be resolved pursuant to the arbitration provisions of Section 8.12. (d) In the case of any claim, action, or proceeding made or instituted by a third-party (a “Third Party Claim”). The , the Indemnitee shall promptly notify the Indemnitor shall of such Third Party Claim for which indemnification or other recovery will be sought under this Article 7 or for any other breach of this Agreement, and the Indemnitor will have the right at its expense to assume and control the defense of the Indemnification Claim at its own expense with thereof using counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an . The Indemnitee shall have the right to retain participate, at its own counselexpense, with the fees and expenses respect to be paid by the Indemnitee, if representation of any such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between Third Party Claim. In connection with any such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaidThird Party Claim, the Indemnitee may defend the Indemnification Sellers and Buyer shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), be settled without the prior written consent of the Indemnitee. If (i) a firm written offer is made to settle any such Third Party Claim; (ii) the proposed settlement amount is less than the Indemnity Cap; (iii) the indemnifying party proposes to accept such settlement; and (iv) the Indemnitee refuses to consent to such settlement, which consentthen: (A) the Indemnitor shall be excused from, in each caseand the Indemnitee shall be solely responsible for, all further defense of such Third Party Claim; and (B) the maximum liability of the Indemnitor relating to such Third Party Claim, shall not be unreasonably withheld, delayed or conditioned the amount of the proposed settlement if the settlement or compromise would impose no financial or other obligations or burdens amount thereafter recovered from the Indemnitee on such Third Party Claim is greater than the Indemniteeamount of the proposed settlement. The Indemnitee shall reasonably cooperate with Any disputes between the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information Indemnitee concerning their respective rights and obligations under the control of the Indemnitee, which information this Article 7 shall be subject to Article 11resolved in accordance with Section 8.12.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 6.4(a) or Section 6.4(b) shall be referred to herein as an “Indemnification Claim”. If any Person person or Persons entity (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Section 6.4, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or when Allozyne is the Indemnitee, the scope or enforceability of the BMS Sigma Patents Rights or BMS Sigma Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11Section 5.1.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) a party intends to claim indemnification under this Article 12, Chapter (an “Indemnitee”) the Indemnitee shall notify the Party subject to the indemnification obligation other party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim subject to a demand for indemnification (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim indemnification claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation Indemnitee in respect of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsclaim. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaidindemnification claim after notice, the Indemnitee may defend the Indemnification Claim claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim indemnification claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement agreement or the scope or scope, validity of enforceability of Party B’s rights in and to the BMS Patents Rights or BMS Know-How)proprietary technologies, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11the Confidentiality Agreement(s) between Party A and Party B. 9.1 Any disputes arising out of the implementation of the agreement should be subject to friendly negotiation. If no solution can be reached, they should be referred to arbitration. 9.2 This agreement shall be governed by and construed under the laws of Hong Kong, notwithstanding its conflicts of laws provisions. Any arbitration under this Agreement shall be held in Hong Kong, under the arbitration rules of the International Chamber of Commerce. 9.3 The award from the arbitration committee is final and binding on both parties.

Indemnification Procedure. A claim Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to which indemnification applies under be indemnified pursuant to Section 12.1 shall be referred to herein or Section 12.2, as an “Indemnification Claim”the case may be. If any Person or Persons The party seeking indemnification (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, shall cooperate with the Indemnitee shall notify the Party subject to the indemnification obligation other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in writing promptly upon becoming aware and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any claim that may be an Indemnification Claim (it being understood and agreedIndemnitee without the Indemnitee’s prior written consent, however, that the failure by an Indemnitee to give such notice which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its indemnification obligation obligations under this Agreement Section 12, except and only to the extent that the Indemnitor is actually can demonstrate that it has been materially prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11failure.

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

Indemnification Procedure. A If any action or claim to which indemnification applies under Section 12.1 is or shall be referred to herein as an commenced by a third party (in any such case, a “Indemnification Claim”. If ) in respect of which any Person or Persons party (collectively, the an “Indemnitee”) intends seeks or will seek indemnification from another party (an “Indemnitor”) pursuant to claim indemnification under this Article 12either paragraph (a) or (b) of Section 5.1, the Indemnitee shall promptly notify the Party subject Indemnitor in writing and summarize the nature of the Claim and the basis upon which it is asserted. Any delay in sending such a notice shall be without prejudice to the indemnification obligation rights of the Indemnitee unless the delay demonstrably prejudices the rights of the Indemnitor. Within twenty (20) days after an Indemnitee gives such a notice, the “Indemnitor”) Indemnitor shall notify the Indemnitee in writing promptly upon becoming aware of any claim that may be an Indemnification whether the Indemnitor will defend the action. If the Indemnitor elects to defend, it will not settle or compromise the Claim (it being understood and agreedwithout the Indemnitee’s prior written consent, however, that the failure by an Indemnitee to give such notice which shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsunreasonably withheld. If the Indemnitor does not assume defend the defense of the Indemnification Claim as aforesaidClaim, the Indemnitee may shall be entitled, but not obligated to, defend the Indemnification Claim but shall have no obligation to do soClaim. The Indemnitee shall Whether or not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorIndemnitor defends, and the Indemnitor shall pay all costs and expenses of the defense. Moreover, if the Indemnitor does not settle timely elect to defend or compromise does so elect but does not defend the Indemnification Claim in good faith, the Indemnitee need not consult the Indemnitor regarding any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11compromise.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall 9.3, 9.4 or 9.5 will be referred to herein as an “Indemnification Claim”. If any Person KKC Indemnitee or Persons Aevi Indemnitee (collectivelyeither, the an “Indemnitee”) intends to claim indemnification under this Article 129, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 9.6, the Indemnitee may defend the Indemnification Claim Claim, but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights either Party’s intellectual property, or BMS Know-HowConfidential Information or patent or other rights licensed to Aevi by KKC hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed conditioned or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be considered Confidential Information and subject to Article 115.

Indemnification Procedure. A claim (a) Promptly after receipt by an Indemnitee or written notice of the assertion or the commencement of any Litigation with respect to which indemnification applies under Section 12.1 shall be any matter referred to herein as an “Indemnification Claim”. If any Person in Section 9.1 or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 129.2 hereof, the Indemnitee shall notify the Party subject give Notice to the indemnification obligation (Indemnitor and shall thereafter keep the “Indemnitor”) in writing promptly upon becoming aware Indemnitor reasonably informed with respect thereto, provided that failure of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice the Indemnitor prompt Notice as provided herein shall not relieve the Indemnitor of any of its indemnification obligation under this Agreement except and only obligations hereunder. In case any such Litigation is brought against any Indemnitee, the Indemnitor shall assume the defense thereof, by written notice to the extent that Indemnitee within thirty (30) days after receipt of the Indemnitor is actually prejudiced as a result Notice of such failure its intention to give notice)do so, with counsel reasonably satisfactory to the Indemnitee at the Indemnitor's own expense. The Indemnitor shall have the right to assume and control the defense not settle such Litigation unless such settlement includes an unconditional release of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable Indemnitee, satisfactory to the Indemnitee, provided, however, that an from all liability with respect to such Litigation. The Indemnitee shall have be permitted to join in the right defense of such Litigation and to retain employ counsel at 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. expense. (b) If the Indemnitor does shall fail to notify the Indemnitee of its desire to assume the defense of any such Litigation within the prescribed period of time, or shall notify the Indemnitee that it will not assume the defense of the Indemnification Claim as aforesaidany such Litigation, then the Indemnitee may defend assume the Indemnification Claim but shall have no obligation to defense of any such Litigation, in which event it may do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorso in such manner as it may deem appropriate, and the Indemnitor shall not settle be bound by any determinations made in such Litigation or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on thereof effected by the Indemnitee. The Indemnitor shall be permitted to join in the defense of such Litigation and to employ counsel at its own expense. (c) Amounts payable by an Indemnitor to an Indemnitee in respect of any Losses under 9.1 or 9.2 hereof shall reasonably cooperate with be promptly paid as incurred. If there should be a dispute as to the amount or manner of determination or any indemnity obligation owed under this Section 10, the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control nevertheless pay when due such portion, if any, of the Indemnitee, which information obligation as shall not be subject to Article 11dispute. The difference, if any, between the amount of CUSIP No. 553358 10 2 Page 24 of 41 pages ------------------------------------------------------------------------------- obligation ultimately determined as properly payable under this Section 10 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded until payment in full, payable on demand, at the fluctuating rate per annum which at all times shall be two percentage points in excess of the Prime Rate. Any payment by Seller in indemnification hereunder shall be treated as a reduction in the Purchase Price. (d) Nothing in this Agreement shall limit or restrict in any manner any rights or remedies which any Indemnitee has, or might have, at law, in equity or otherwise, against any Indemnitor based on any willful misrepresentation, willful breach of warranty or willful failure to fulfill any agreement or covenant. Any Indemnitee's right to indemnification under Section 10.1 or 10.2 hereof shall not be subject to set-off for any claim by the Indemnitor against such Indemnitee.

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

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

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

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons party (collectively, the “Indemnitee”) which intends to claim indemnification under this Article 12, the Indemnitee Section 15.0 shall notify the Party subject to the indemnification obligation other party (the “Indemnitor”) within a reasonable time in writing promptly upon becoming aware of any action, claim that may be an Indemnification Claim (or liability in respect of which the Indemnitee believes it being understood and agreedis entitled to claim indemnification, however, provided that the failure by an Indemnitee to give such timely notice to the Indemnitor shall not relieve release the Indemnitor of its indemnification obligation under this Agreement except and only from any liability to the Indemnitee to the extent that the Indemnitor is actually not prejudiced as a result of such failure to give notice)thereby. The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected right, by the Indemnitor and reasonably acceptable notice to the Indemnitee, provided, however, that an Indemnitee shall have to assume the right to retain its own counsel, defense of any such action or claim within the fifteen (15) day period after the Indemnitor’s receipt of notice of any action or claim with counsel of the fees Indemnitor’s choice and expenses to be paid by at the Indemnitee, if representation sole cost of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsIndemnitor. If the Indemnitor does not so assume the defense of the Indemnification Claim as aforesaidsuch claim, the Indemnitee may defend assume such defense with counsel of its choice and at the Indemnification Claim sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be paid for by the party determined ultimately liable. No such claim shall be settled other than by the party defending the same, and then only with the consent of the other party which shall not be unreasonably withheld; provided that the Indemnitee shall have no obligation to do so. The consent to any settlement of any such action or claim which imposes on the Indemnitee shall any liability or obligation which cannot settle or compromise the Indemnification Claim without the prior written consent of be assumed and performed in full by the Indemnitor, and the Indemnitor Indemnitee shall not settle have no right to withhold its consent to any settlement of any such action or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned claim if the settlement or compromise would impose no financial or other obligations or burdens on involves only the Indemnitee. The Indemnitee shall reasonably cooperate with payment of money by the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11or its insurer.

Indemnification Procedure. A Party that intends to claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee 10 shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim that may be an Indemnification Claim such indemnification (it being understood for purposes of this Section 10.4, each a “Claim”), and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and sole control of the defense of and/or settlement thereof; provided that the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain participate, at its own counselexpense, with counsel of its own choosing in the fees and expenses to be paid by the Indemnitee, if representation defense and/or settlement of such Indemnitee by the counsel retained by Claim. The indemnification obligations of the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee under this Article 10 shall not settle or compromise the Indemnification apply in settlement of 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, and if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 10, but the omission so to deliver written notice to the Indemnitor shall not settle or compromise relieve the Indemnification Claim in Indemnitor of any manner which would have an adverse effect on the Indemnitee’s interests (including liability to any rights Indemnitee otherwise than under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the IndemniteeArticle 10. The Indemnitee shall reasonably cooperate with the Indemnitor under this Article 10, and its employees, at the Indemnitor’s expense request and expense, shall make available provide full information and reasonable assistance to the Indemnitor all pertinent information and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only ONO may claim indemnity under the control this Article 10 (on its own behalf or on behalf of the a ONO Indemnitee), which information shall be subject to and other ONO Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only ARRAY may claim indemnity under this Article 1110 (on its own behalf or on behalf of an ARRAY Indemnitee), and other ARRAY Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. (a) If any Person or Persons party (collectively, the “IndemniteeAggrieved”) intends desires to make a claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation against any other party (the “Indemnitor”) in writing promptly upon becoming aware connection with any Losses for which the Aggrieved may seek indemnification hereunder (a “Claim”), the Aggrieved shall notify the Indemnitor of any claim that may be an Indemnification such Claim (it being understood and agreed, however, that the failure by an Indemnitee to give amount and circumstances surrounding it. Upon receipt of such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to from the extent that Aggrieved, the Indemnitor is actually prejudiced as a result shall be entitled, at the Indemnitor’s election, to assume or participate in the defense of such failure Claim. In any case in which the Indemnitor assumes the defense of the Claim, the Indemnitor shall give the Aggrieved ten calendar days notice prior to give notice). The Indemnitor executing any settlement agreement, and the Aggrieved shall have the right to assume approve or reject the settlement and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, related expenses; provided, however, that an Indemnitee upon rejection of any settlement and related expenses, the Aggrieved shall have assume control of the defense of such Claim and the liability of the Indemnitor with respect to such Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Aggrieved shall retain the right to retain employ its own counsel, counsel and to discuss matters with the fees and expenses Indemnitor related to be paid by the Indemniteedefense of any Claim, if representation the defense of such Indemnitee by the counsel retained which has been assumed by the Indemnitor would pursuant to Section 7.3(a) of this Agreement, but the Aggrieved shall bear and shall be inappropriate due to actual or potential differing interests between solely responsible for its own costs and expenses in connection with such Indemnitee and any other party represented by such counsel in such proceedings. If participation; provided, however, that all decisions of the Indemnitor does not assume shall be final and that the Aggrieved shall cooperate with the Indemnitor in all respects in the defense of the Indemnification Claim, including refraining from taking any position adverse to the Indemnitor. (c) With respect to liquidated claims, if within 30 days after receiving notice thereof the Indemnitor has not contested such Claim as aforesaidin writing, the Indemnitee may defend Indemnitor will pay the Indemnification full amount thereof within ten days after the expiration of such period. (d) If the Indemnitor fails to give notice of the assumption of the defense of any Claim within a reasonable time period not to exceed 45 days after receipt of notice thereof from the Aggrieved, the Indemnitor shall no longer be entitled to assume (but shall have no obligation continue to do sobe entitled to participate in) such defense. The Indemnitee Aggrieved may, at its option, continue to defend such Claim and, in such event, the Indemnitor shall indemnify the Aggrieved for all reasonable fees and expenses in connection therewith. The Indemnitor shall be entitled to participate at its own expense and with its own counsel in the defense of any Claim the defense of which it does not settle or compromise assume. Prior to effectuating any settlement of such Claim, the Indemnification Claim without Aggrieved shall furnish the prior Indemnitor with written consent notice of any proposed settlement in sufficient time to allow the Indemnitor to act thereon. Within 15 days after the giving of such notice, the Aggrieved shall be permitted to effect such settlement unless the Indemnitor (a) reimburses the Aggrieved in accordance with the terms of this Article VII for all reasonable fees and expenses incurred by the Aggrieved in connection with such Claim; (b) assumes the defense of such Claim; and (c) takes such other actions as the Aggrieved may reasonably request as assurance of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights ability to fulfill its obligations under this Agreement or the scope or enforceability Article VIII in connection with such Claim. (e) For purposes of the BMS Patents Rights or BMS Know-How)this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties, assessments, demands, claims, causes of action, including, without the prior written consent of the Indemniteelimitation, which consentreasonable attorneys’, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense accountants’ and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11consultants’ fees and expenses and court costs.

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

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

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”a) intends to claim To obtain indemnification under this Article 12Agreement, the Indemnitee shall notify the Party subject 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 the Indemnitee and as is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary or other designated officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification obligation pursuant to Section 9(a) hereof, a determination with respect to the 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 the “Indemnitor”Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided in clauses (ii) or (iii) of this Section 9(b)) in writing promptly upon becoming aware a written opinion to the Board of any claim that may Directors, a copy of which shall be an Indemnification Claim delivered to the 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 the Indemnitee or (C) if directed by the Directors, by the stockholders of the Company; or (iii) as provided in Section 10(b) of this Agreement; and, if it being understood and agreed, however, is so determined that the failure Indemnitee is entitled to indemnification, payment to or on behalf of the Indemnitee shall be made within ten (10) days after such determination. the Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the 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 the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by an the 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 give such notice the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the 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 relieve Indemnitor of its indemnification obligation under this Agreement except and only to have occurred, the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor Independent Counsel shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel be selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation Board of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorDirectors, and the Indemnitor Company shall not settle or compromise give written notice to the Indemnification Claim in any manner which would have an adverse effect on Indemnitee advising the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability Indemnitee of the BMS Patents Rights or BMS Know-Howidentity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), without and the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.give written

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall 9.3, 9.4 or 9.5 will be referred to herein as an “Indemnification Claim”. If any Person KHK Indemnitee or Persons Medgenics Indemnitee (collectivelyeither, the an “Indemnitee”) intends to claim indemnification under this Article 129, the Indemnitee shall will notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 9.6, the Indemnitee may defend the Indemnification Claim Claim, but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall will not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights either Party’s intellectual property, or BMS Know-HowConfidential Information or patent or other rights licensed to Medgenics by KHK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed conditioned or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall will be considered Confidential Information and subject to Article 115.

Indemnification Procedure. A (a) Whenever any claim to which shall arise for indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons hereunder (collectivelya "CLAIM"), the “Indemnitee”party entitled to indemnification (the "INDEMNITEE") intends shall promptly give written notice to claim indemnification under this Article 12, the party obligated to provide indemnity (the "INDEMNITOR") with respect to the Claim after the receipt by the Indemnitee shall notify of reliable information of the Party subject to facts constituting the indemnification obligation (basis for the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of such failure the Indemnitee) to give notice)defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitor Indemnitee shall have cooperate in all reasonable respects, at the right to assume Indemnitor's sole cost, risk and control the defense of the Indemnification Claim at its own expense expense, with counsel selected by the Indemnitor in the investigation, trial, defense and reasonably acceptable to any appeal arising from the Indemnitee, matter from which the Claim arose; provided, however, that an the Indemnitee may (but shall have the right to retain its own counselnot be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection 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 proceedingsClaim. If the Indemnitor does not assume Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle legal positions or compromise the Indemnification Claim without the prior written consent of defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor shall not settle or compromise bear the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent expense of the Indemnitee's separate participation, which consentincluding all fees, in each casecosts and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.the

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

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons written claim is made by any third party against a party to this Agreement for which such party (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12properly seeks indemnification, the Indemnitee shall promptly notify the Party subject to the indemnification obligation other party (the “Indemnitor”) and Indemnitor shall defend against the claim. Such notice will in writing promptly upon any event be given within a reasonable period of time of becoming aware of any claim that may be an Indemnification Claim (it being understood against Indemnitee stating the nature and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result basis of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, claim; provided, however, that an any delay or failure to notify Indemnitor of any claim will not relieve it from any liability except to the extent that Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure. Indemnitor will promptly notify Indemnitee of its intention to assume the defense of such claim. If Indemnitor assumes the defense, it shall have sole control of the right defense and all related settlement negotiations and Indemnitee shall, at Indemnitor’s sole expense, provide Indemnitor with all reasonable assistance in connection with any claim. Indemnitor shall consult with Indemnitee regarding the defense and shall provide Indemnitee with reasonably requested information. Indemnitor may not settle any claim, suit, or proceeding in which Indemnitee is named or otherwise involved without Indemnitee’s prior written consent, except in the case of a cash settlement payable by Indemnitor in which there is no admission or imposition of fault or liability as to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim any such claim, Indemnitee may, at Indemnitor’s expense, defend against such claim in such manner as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not deem appropriate and settle or compromise the Indemnification Claim without the prior written consent of the Indemnitorsuch claim on such terms as it may deem appropriate, and the assert against Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, claims to which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11is entitled.

Indemnification Procedure. A In the event that any legal proceedings shall be instituted or any claim to or demand shall be asserted by any person in respect of which indemnification applies may be sought by any party or parties from any other party or parties under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person the provisions of this Agreement, the party or Persons parties seeking indemnification (collectively, the “"Indemnitee”") intends to claim indemnification under this Article 12, shall cause written notice of the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware assertion of any claim of which it has knowledge that may is covered by the indemnity to be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only forwarded promptly to the extent that party or parties from which indemnification is sought (collectively, the Indemnitor is actually prejudiced as a result of such failure to give notice"Indemnitor"). The Indemnitor shall have the right to assume right, at its option and control the defense of the Indemnification Claim at its own expense with expense, to be represented by counsel selected by of its choice and to participate in, or to take exclusive control of, the Indemnitor and reasonably acceptable defense, negotiation, and/or settlement of any proceeding, claim, or demand which relates to the Indemnitee, any amounts indemnifiable or potentially indemnifiable under this Agreement; provided, however, that an the Indemnitee may participate in any such proceeding with counsel of its choice and at its own expense, shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any settlement or consent decree which provides for other than monetary payment without the Indemnitee's prior written consent, which consent will not unreasonably be withheld. Notwithstanding the foregoing, the Indemnitee shall have the right to retain its own counselpay or settle any such claim, with the fees and expenses provided that in such event it shall waive any right to be paid indemnity therefor by the Indemnitee, if representation of such Indemnitee by Indemnitor. In the counsel retained by event that the Indemnitor would be inappropriate due elects not to actual defend or potential differing interests between settle such Indemnitee proceeding, claim, or demand and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee defends, settles, or otherwise deals with any such proceeding, claim, or demand, which settlement may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim be without the prior written consent of the Indemnitor, the Indemnitee will provide 15 days advance written notice of any settlement to the Indemnitor and will act reasonably and in accordance with its good faith business judgment. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation, or settlement of any such legal proceeding, claim, or demand. After final judgment or award shall have been rendered by a court, arbitration board, or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnitee and the Indemnitor shall not settle or compromise have arrived at a mutually binding agreement with respect to each separate matter indemnified by the Indemnification Claim in Indemnitor, the Indemnitee shall forward to the Indemnitor notice of any manner which would have an adverse effect on sums due and owing by the Indemnitee’s interests (including any rights under this Agreement or Indemnitor with respect to such matter and the scope or enforceability Indemnitor shall pay all of the BMS Patents Rights or BMS Know-How), without sums so owing to the prior written consent Indemnitee by check within 30 days after the date of such notice. In the event of any claim by a third party against an Indemnitee, which consentthe Indemnitee will, in each caseat its own expense, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall use its best efforts to make available to the Indemnitor all pertinent information under those employees whose assistance, testimony, or presence is necessary to assist the control Indemnitor in evaluating and in defending such claims; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Indemnitee, which business of the Indemnitee but failure to provide necessary witnesses or access to information shall be subject to Article 11will excuse Indemnitor's performance.

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

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

Indemnification Procedure. A claim All claims for indemnification by a Person entitled to which indemnification applies under Section 12.1 be indemnified hereunder (an "Indemnitee") by another Person (an "Indemnitor"), shall be referred asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnitee may claim indemnity is asserted against or sought to herein as be collected from an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12Indemnitee by a third party, the Indemnitee shall notify the Party subject Indemnitor within fifteen (15) days following the receipt by the Indemnitee of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the indemnification obligation extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification "Claim (it being understood and agreedNotice"); provided, however, that the failure by an Indemnitee so to give such notice shall notify the Indemnitor will not relieve the Indemnitor of its indemnification obligation from any liability it may have to the Indemnitee under this Agreement except Article IX unless, and only to the extent that the Indemnitor is actually prejudiced as a result of that, such failure so to give notice). The notify results in the loss of substantive rights or defenses. (b) An Indemnitor shall have thirty (30) days from the right date on which the Claim Notice is duly given (the "Notice Period") to assume and control notify an Indemnitee (i) whether or not it disputes the defense liability of the Indemnification Claim Indemnitor to the Indemnitee hereunder with respect to such claim or demand and (ii) whether or not the Indemnitor desires, at its own expense with counsel selected by sole cost and expense, to defend the Indemnitor and reasonably acceptable to the Indemnitee, Indemnitee against such claim or demand; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would shall not be inappropriate due entitled 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 any proceeding pursuant to Section 9.5(b)(ii) unless it has accepted and assumed in writing the Indemnification Claim 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 claim or demand from the Indemnitee, then except as aforesaidhereinafter provided the Indemnitor shall defend, at its sole cost and expense, the Indemnitee may defend the Indemnification Claim but by appropriate proceedings, shall have no obligation use its best efforts to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent prosecute such proceedings to a final conclusion in such a manner as to avoid any risk of the IndemnitorIndemnitee becoming subject to any injunctive or other equitable order for relief or to liability for any other matter, and shall control the conduct of such defense; provided, however, that the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)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 consentdoes not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee of a release, in each caseform 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 Indemnitee, following consultation with and notice to the Indemnitor, shall have received the opinion of outside counsel, reasonably acceptable to the 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 select 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 sole cost and expense. So long as the Indemnitor is defending in good faith any such claim or demand, the Indemnitee shall not settle such claim or demand without the consent of the Indemnitor, which consent shall not be unreasonably withheldwithheld 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 be collected from the Indemnitee by a third party, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate promptly send a Claim Notice with respect to such claim to the Indemnitor; provided, however, that the failure so to notify the Indemnitor at will not relieve the Indemnitor’s expense and shall make available Indemnitor from any liability it may have to the Indemnitee under this Article IX unless, and only to the extent that, such failure so to notify results in the loss of substantive rights or defenses. If the Indemnitor all pertinent information under does not notify the control of Indemnitee within the IndemniteeNotice Period that it disputes such claim, which information the Indemnitor shall be subject to Article 11liable for the amount of any Damages related thereto.

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

Indemnification Procedure. A claim To be eligible to which indemnification applies under be so Indemnified as described in Section 12.1 shall 13.1 or Section 13.2 above, each of the GENE Indemnitees or Amgen Indemnitees, as the case may be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “IndemniteeIndemnitee(s)”), seeking to be Indemnified, shall provide the Party required to Indemnify the Indemnitee(s) (the “Indemnifying Party”) intends to with prompt notice of any claim indemnification under this Article 12, (with a description of the Indemnitee shall notify claim and the Party subject nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to Section 13.1 or Section 13.2, as the case may be, and the exclusive ability to defend such claim but for the differing interests exception set forth below (with the “Indemnitor”) in writing promptly upon becoming aware reasonable cooperation of any claim that may be an Indemnification Claim (it being understood and agreed, Indemnitee(s)); provided however, that the failure by an Indemnitee to give such provide notice shall not relieve Indemnitor the Indemnifying Party of its indemnification obligation under this Agreement obligations except and only to the extent that any failure by the Indemnitor is actually prejudiced as a result of such failure Indemnitee(s) to give notice). The Indemnitor deliver prompt notice shall have the right been prejudicial to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable ability to the Indemnitee, provided, however, that an Indemnitee defend such action. Each Indemnitee(s) shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemniteeat its own expense, if representation of such Indemnitee by the counsel retained by of the Indemnitor Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee Indemnitee(s) and any other party represented by such counsel in such proceedingsthe Indemnifying Party. If Neither the Indemnitor does not assume Indemnitee(s) nor the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but Indemnifying Party shall have no obligation to do so. The Indemnitee shall not settle or compromise consent to the Indemnification Claim without the prior written consent entry of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner judgment with respect to any claim for Losses for which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)indemnification is sought, without the prior written consent of the Indemnitee, which consent, in each case, shall other Party (not to be unreasonably withheld); provided however, delayed the Indemnifying Party shall have the right to settle or conditioned compromise any claim for Losses without such prior written consent if the settlement or compromise would impose no financial or other obligations or burdens on provides for an unconditional release of the IndemniteeIndemnitee(s). The Indemnitee Indemnifying Party’s obligation to Indemnify the Indemnitee(s) pursuant to this Section 13.3 shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available not apply to the Indemnitor all pertinent information extent of any Losses (i) that arise from the negligence or intentional misconduct of any Indemnitee (including but not limited to, in the case of GENE Indemnitees, those Losses arising from Research Plan activities and the Co-Detailing of Product(s) by GENE, or, in the case of Amgen Indemnitees, those Losses arising from Research Plan activities and the Development or Commercialization of Product(s) by Amgen); or (ii) that, in the case of GENE Indemnitees, arise from the breach by GENE or, in the case of Amgen Indemnitees, arise from the breach by Amgen, of any representation, warranty, covenant or obligation under this Agreement; or (iii) that arise from the control failure of the Indemnitee, which information shall be subject Indemnitee(s) to Article 11take reasonable action to mitigate any Losses.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 this Article 10 (Indemnity; Limitation of Liability) shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1210 (Indemnity; Limitation of Liability), the Indemnitee shall notify the Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights Technology or BMS Know-HowLicensed Technology), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteeconditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 118 (Confidentiality and Non-Disclosure).

Indemnification Procedure. A claim In order to which indemnification applies receive the benefits of the indemnity under Section 12.1 shall be referred to herein Sections 3.10, 14.1, or 14.2, as applicable, a ▇▇▇▇▇ Indemnitee or BMS Indemnitee (either, an “Indemnification Claim”. If any Person or Persons "Indemnitee") must: (collectively, i) give the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the indemnifying Party subject to the indemnification obligation (the “"Indemnitor”") in writing promptly upon becoming aware written notice of any claim or potential claim promptly after the Indemnitee receives notice thereof; provided that may be an Indemnification Claim (it being understood and agreed, however, that failure of the failure by an Indemnitee to give provide such notice shall not relieve constitute a waiver of, or result in the loss of, such Party's right to indemnification under this Agreement, except in the event that the Indemnitor's rights, and/or its ability to defend against or settle such claim or potential claim, are materially prejudiced by such failure to notify; (ii) allow the Indemnitor to assume the control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that: (a) the Indemnitor has confirmed its indemnification obligation to the Indemnitee under this Article 14, and (b) no such settlement may materially adversely affect the rights or obligations of the Indemnitee under this Agreement except and only to without the extent that Indemnitee's prior written consent; and (iii) reasonably cooperate with the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the in its defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor claim (including, without limitation, making documents and reasonably acceptable to records available for review and copying and making persons within the Indemnitee's control available for pertinent interview and testimony), provided, however, that an Indemnitee shall have the right so long as such cooperation does not vitiate any legal privilege to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of which 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 proceedingsis entitled. If the Indemnitor does not assume defends the defense of the Indemnification Claim as aforesaidclaim, the Indemnitee may defend at its expense and using attorneys of its choice, participate in, but shall not have any control of, the Indemnification Claim but defense of such claim. An Indemnitor shall have no obligation liability under this Article 14 as to do so. The Indemnitee shall not settle any claim for which settlement or compromise the Indemnification Claim of such claim, or an offer of settlement or compromise of such claim, is made by an Indemnitee without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. A claim to which The indemnification applies obligations under Section 12.1 this Agreement shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification obligation following procedures: (a) THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party (an "indemnitee") under Section 9.1 or 9.2 of notice of the “Indemnitor”) in writing promptly upon becoming aware commencement of any Action against it, such Indemnitee will, if a claim that may is to be made against an Indemnification Claim indemnifying party (it being understood and agreedan "indemnitor") under such Section, howevergive notice to the Indemnitor of the commencement of such Action, that but the failure by an Indemnitee to give such notice shall notify the Indemnitor will not relieve the Indemnitor of its indemnification obligation under this Agreement any liability that it may have to any Indemnitee, except and only to the extent that the Indemnitor is actually prejudiced as a result demonstrates that the defense of such action is prejudiced by the Indemnitee's failure to give such notice). The Except as otherwise stated in this Section 9.4, the Indemnitor shall have the exclusive right to assume settle such Action and to control the response thereto or the defense of the Indemnification Claim thereof in any suit or proceeding arising therefrom. The Indemnitee may employ counsel and participate in any such defense all at its Indemnitees' own expense with counsel selected by expense. Should the Indemnitor fail to undertake such defense or fail diligently to prosecute an Action, the Indemnitee may undertake and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation assume control 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 proceedingsdefense, at Indemnitor's expense. If the Indemnitor does not assume pursues the defense of any Action, (i) no compromise or settlement of such claims may be effected by the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim Indemnitor without the prior written Indemnitee's consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitor, and (B) the Indemnitor shall not settle sole relief provided is monetary damages that are paid in full by the Indemnitor; and (ii) the Indemnitee will have no liability with respect to any compromise or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability settlement of the BMS Patents Rights or BMS Know-How), such claims effected without the prior written consent of the Indemniteeits consent, which consent, in each case, shall not be unreasonably withheld. If notice is given to an Indemnitor of the commencement of any Action and the Indemnitor does not, delayed within ten days after the Indemnitee's notice is given, give notice to the Indemnitee of its intent to assume the defense of such Action, the Indemnitor will be bound by any determination made in such Action or conditioned if the any compromise or settlement or compromise would impose no financial or other obligations or burdens on effected by the Indemnitee. The Notwithstanding the foregoing, if an Indemnitee shall reasonably cooperate with determines in good faith that there is a reasonable probability that an Action may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise, or settle such Action, but the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control will not be bound by any determination of the Indemnitee, an Action so defended or any compromise or settlement effected without its consent (which information shall may not be subject to Article 11unreasonably withheld).

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

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 6.6 or Section 6.7 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 126, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How)interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 114.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim”. .” If any Person or Persons Person (collectively, the “Indemnitee”) intends to claim indemnification under this Article 1211, the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Execution Version failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, ; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the IndemniteeIndemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnitee and any other party represented the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of more than one counsel retained by such counsel in such proceedingsall Indemnitees. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaiddescribed in this Section 11.3 above, the Indemnitee may defend the Indemnification Claim Claim, but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-HowAgreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed withheld or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedelayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 1110.

Indemnification Procedure. A claim to which If a Party is seeking indemnification applies under Section 12.1 shall be referred to herein 10.1 or Section 10.2, as an “Indemnification Claim”. If any Person or Persons applicable (collectively, the “Indemnitee”) intends to claim indemnification under this Article 12), it shall inform the Indemnitee shall notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any the claim that may be an Indemnification Claim giving rise to the obligation to indemnify pursuant to Section 10.1 or Section 10.2, as applicable, as soon as reasonably practicable after receiving notice of the claim (it being understood and agreedprovided, however, that the any delay or failure by an Indemnitee to give provide such notice shall not relieve Indemnitor of its constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification obligation under this Agreement Section 10.1 or Section 10.2, as applicable, except and only to the extent that such delay or failure materially prejudices the Indemnitor is actually prejudiced as a result of such failure Indemnitor’s ability to give noticedefend against the relevant claims). The Indemnitor shall have the right to assume and control the defense of any such claim for which the Indemnification Claim at its own expense Indemnitee is seeking indemnification pursuant to Section 10.1 or Section 10.2, as applicable. The Indemnitee shall cooperate with counsel selected by the Indemnitor and the Indemnitor’s insurer as the Indemnitor may reasonably acceptable to request, and at the Indemnitee, provided, however, that an Indemnitor’s cost and expense. The Indemnitee shall have the right to retain participate, at its own counselexpense and with counsel of its choice, with in the fees and expenses to be paid defense of any claim or suit that has been assumed by the Indemnitor. The Indemnitor shall not settle any claim without the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned or delayed; provided, however, that the Indemnitor shall not be required to obtain such consent if representation the settlement (a) involves only the payment of such money and will not result in the Indemnitee (or other Editas Indemnitees or Juno Indemnitees, as applicable) becoming subject to injunctive or other similar type of relief; (b) does not require an admission by the counsel retained by Indemnitee (or other Editas Indemnitees or Juno Indemnitees, as applicable); and (c) if Editas is 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 Indemnitor, does not assume adversely affect the defense of rights or licenses granted to Juno (or its Affiliate) under this Agreement or under the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do soLicense Agreement. The Indemnitee shall not settle or compromise the Indemnification Claim any such claim without the prior written consent of the Indemnitor, and which it may provide in its sole discretion. If the Indemnitor shall Parties cannot settle agree as to the application of Section 10.1 or compromise the Indemnification Claim in Section 10.2, as applicable, to any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability claim, pending resolution of the BMS Patents Rights dispute pursuant to Section 13.2, 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 10.1 or BMS Know-How)Section 10.2, without the prior written consent as applicable, upon resolution of the Indemnitee, which consent, in underlying claim. In each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense , and shall make available to the Indemnitor all pertinent information under the control Control of the Indemnitee, which information shall be subject to Article 11ARTICLE 8.

Indemnification Procedure. A (a) Whenever any claim to which shall arise for indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons hereunder (collectivelya "CLAIM"), the “Indemnitee”party entitled to indemnification (the "INDEMNITEE") intends shall promptly give written notice to claim indemnification under this Article 12, the party obligated to provide indemnity (the "INDEMNITOR") with respect to the Claim after the receipt by the Indemnitee shall notify of reliable information of the Party subject to facts constituting the indemnification obligation (basis for the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that Claim; but the failure by an Indemnitee to timely give such notice shall not relieve the Indemnitor of its indemnification from any obligation under this Agreement Agreement, except and only to the extent extent, if any, that the Indemnitor is actually materially prejudiced as thereby. (b) Upon receipt of written notice from the Indemnitee of a result Claim, the Indemnitor shall provide counsel (such counsel subject to the reasonable approval of such failure the Indemnitee) to give notice)defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitor Indemnitee shall have cooperate in all reasonable respects, at the right to assume Indemnitor's sole cost, risk and control the defense of the Indemnification Claim at its own expense expense, with counsel selected by the Indemnitor in the investigation, trial, defense and reasonably acceptable to any appeal arising from the Indemnitee, matter from which the Claim arose; provided, however, that an the Indemnitee may (but shall have the right to retain its own counselnot be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection 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 proceedingsClaim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is not pursued, the Indemnitor does not assume shall bear the defense expense of the Indemnification Claim as aforesaidIndemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitee may defend Indemnitor shall cooperate with the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorIndemnitee, and the Indemnitor shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such Claim and that will not settle prejudice the Indemnitor's position, claims or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemniteedefenses. The Indemnitee and its counsel shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.maintain confidentiality

Indemnification Procedure. A (a) In the event that any claim to which indemnification applies under Section 12.1 shall be referred asserted by any party which, if sustained, would result in a right of a party to herein as an “Indemnification Claim”. If any Person or Persons indemnification hereunder (collectivelya "Loss") the person entitled to indemnification hereunder (the "Indemnitee"), the “Indemnitee”) intends to claim indemnification under this Article 12within a reasonable time after learning of such claim, the Indemnitee shall notify the Party subject person obligated to provide indemnification hereunder with respect to such claims (the "Indemnitor") and shall extend to the indemnification obligation (Indemnitor a reasonable opportunity to defend against such claim, at the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood 's sole expense and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with through legal counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, providedprovided that the Indemnitor proceeds in good faith, however, that expeditiously and diligently. No determination shall be made pursuant to subsection (b) below while such defense is being made until the earlier of (i) the resolution of said claim by the Indemnitor with the claimant or (ii) the termination of the defense by the Indemnitor against such claim or the failure of the Indemnitor to prosecute such defense in good faith and in an expeditious and diligent manner. The Indemnitee shall be entitled to rely upon the reasonable opinion of its counsel as to the occurrence of either of said events. The Indemnitee shall, at its option and expense, 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 participate in any defense undertaken by the Indemnitor would with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Loss may be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented made by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle Indemnitee unless (i) prior to such settlement or compromise the Indemnification Claim Indemnitor acknowledges in any manner which would have an adverse effect on writing its obligation to pay in full the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability amount 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 and all associated expenses and (ii) the Indemnitee. The Indemnitee is furnished with security reasonably satisfactory to the Indemnitee that the Indemnitor will in fact pay such amount and expenses. (b) In the event that an Indemnitee asserts the existence of any Loss, the Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available give written notice to the Indemnitor all pertinent information under of the control nature and amount of the Loss asserted. If the Indemnitor, within a period of fifteen (15) days after the giving of the Indemnitee's notice, which information shall not give written notice to the Indemnitee announcing its intention to contest such assertion of the Indemnitee (such notice by the Indemnitor being hereinafter called the "contest notice"), such assertion of the Indemnitee shall be subject deemed accepted and the amount of the Loss shall be deemed established. In the event, however, that a contest notice is given to Article 11the Indemnitee within said fifteen (15) day period, then the contested assertion of a Loss shall be settled by arbitration in accordance with Sectionhereof. The determination of the arbitrator(s) shall be delivered in writing to the Indemnitor and the Indemnitee and shall be final, binding and conclusive upon all of the parties hereto, and the amount of the Loss, if any, determined to exist, shall be deemed established. Notwithstanding anything herein contained to the contrary, each party shall pay its own legal fees, costs and expenses incident to any arbitration proceeding brought under this subsection 9(5).

Indemnification Procedure. A claim All claims for indemnification by one or more parties entitled to which indemnification applies under Section 12.1 be indemnified hereunder (each, an "Indemnitee" and collectively, the "Indemnitee") by one or more parties hereto (each, an "Indemnitor" and collectively, the "Indemnitor"), shall be referred to herein asserted and resolved as an “Indemnification Claim”. If follows: (i) In the event that any Person or Persons action, suit, claim, proceeding, investigation, audit, examination, demand, assessment, fine, judgment, settlement, compromise, interest, penalty, cost, remedial action and other expense (including, without limitation, 12 13 reasonable attorneys' fees and expenses) (collectively, "Actions") for which the “Indemnitee”) intends to Indemnitee may claim indemnification indemnity under this Article 12Agreement is asserted against or sought to be collected from the Indemnitee by a third party, the Indemnitee shall as promptly as practicable notify the Party subject Indemnitor following the receipt by the Indemnitee of notice, written or otherwise, of such Action, specifying the nature of such Action and the amount or the estimated amount thereof to the indemnification obligation extent then feasible (which estimate shall not be conclusive of the final amount of such Action) (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification "Claim (it being understood and agreedNotice"); provided, however, that the failure by an Indemnitee so to give such notice shall notify the Indemnitor will not relieve the Indemnitor of its indemnification obligation from any liability it may have to the Indemnitee under this Agreement except unless, and only to the extent that that, such failure so to notify materially prejudices the Indemnitor is actually prejudiced as a result or results in the loss of such failure to give notice). substantive rights or defenses; (ii) The Indemnitor shall have thirty calendar days from the right date on which the Claim Notice is duly given (the "Notice Period") to assume notify the Indemnitee (A) whether or not it disputes the liability of the Indemnitor to the Indemnitee hereunder with respect to such claim or demand, and (B) whether or not the Indemnitor desires, at its sole cost and expense, to defend the Indemnitee against such Action. If the Indemnitor notifies the Indemnitee within the Notice Period that it disputes its liability under the Indemnification Obligation to the Indemnitee with respect to a particular Action, and such dispute is determined by a final and nonappealable Order to be a wrongful denial of such liability, the Indemnitor shall be liable to the Indemnitee for the amount of any and all Losses arising from the Indemnitor's failure to satisfy its Indemnification Obligation with respect to such Action; (iii) In the event the Indemnitor notifies (the "Indemnitor Notice") the Indemnitee within the Notice Period that it desires to defend the Indemnitee against such Action, then except as hereinafter provided the Indemnitor shall defend, at its sole cost and expense, the Indemnitee by appropriate activities or proceedings, shall use its commercially reasonable efforts to settle or prosecute or otherwise contest, at Indemnitor's election (subject to the terms of this Agreement), such activities or proceedings to a final conclusion in such a manner as to attempt to avoid the Indemnitee becoming subject to any injunctive or other equitable Order for relief or to liability for any other matter, and shall control the defense conduct of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, such defense; provided, however, that an if the Indemnitor fails to take reasonable steps necessary to defend the Indemnitee shall have diligently against such Action after providing such Indemnitor Notice, within ten calendar days after receiving written notice from the right Indemnitee stating that the Indemnitee believes that the Indemnitor has failed to retain take such steps, the Indemnitee may assume its own counsel, with defense and the fees and expenses to Indemnitor shall be paid by the Indemnitee, if representation liable for all Losses arising out of such Indemnitee by the counsel retained by Action; provided, further, that the Indemnitor would shall not be inappropriate due entitled 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 any such Action pursuant to this Section unless it has accepted and assumed in writing the Indemnification Claim as aforesaid, obligation to indemnify the Indemnitee may defend the Indemnification Claim but shall have no obligation with respect to do so. The Indemnitee shall not settle Losses arising from or compromise the Indemnification Claim without the prior written consent of the Indemnitorrelating to such Action, and that the Indemnitor shall not settle or compromise the Indemnification Claim in any manner Action in which would have an adverse effect on Losses include any obligation other than, or in addition to, the Indemnitee’s interests (including any rights under this Agreement or payment of money for which the scope or enforceability of Indemnitor has assumed the BMS Patents Rights or BMS Know-How)obligation, without the prior written consent of the Indemnitee, which consent, in each case, consent shall not be unreasonably withheldwithheld or delayed, delayed consent to the entry of any judgment against the Indemnitee or conditioned if the enter into any settlement or compromise would impose no financial or other obligations or burdens on which does not include, as an unconditional term thereof, the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor giving by all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.claimants and

Indemnification Procedure. A In the event of any claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Article 127, the Indemnitee party claiming the right to indemnity (the “Claimant”) shall promptly notify the Party subject to the indemnification obligation 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 promptly upon becoming aware such defense, but the Indemnitor shall assume the direction and control of such defense. The Claimant shall, at its expense, assist in and cooperate with the Indemnitor and its agents and insurers in the defense of such claims. b) If Indemnitor, within a reasonable time after notice of any claim that may be an Indemnification Claim such claim, fails to defend, Claimant will (it being understood and agreed, however, that the failure by an Indemnitee to give such upon further notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall Indemnitor) have the right to assume and control undertake the defense defense, compromise or settlement of such claim for the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable account of Indemnitor, subject to the Indemnitee, provided, however, that an Indemnitee shall have the right of Indemnitor to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in this Article 7 to the Indemnification Claim as aforesaidcontrary notwithstanding, the Indemnitee may defend the Indemnification Claim but Indemnitor shall have no obligation to do so. The Indemnitee shall not not, without Claimant’s prior written consent, settle or compromise the Indemnification Claim any claim or consent to entry of any judgment with respect to any claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without the Claimant’s prior written consent of the Indemnitorconsent, and the Indemnitor shall not settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the Indemnification Claim release of Claimant by the plaintiff from all liability in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability respect of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11such claim.