Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify In the event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other party Party in writing of the claim and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 11.7.1 or 11.7.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which may be represented in any such action or proceeding by separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. Any other provision of this Article 11 to the contrary, no Indemnitee under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is waive a conflict of interest between under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the parties with respect to indemnifying Party and one or more Indemnitees. In such claim or defense; and (iii) case, the Indemnifying indemnifying Party shall have the right, without the consent provide a defense of the indemnified party, affected Indemnitees through a separate law firm reasonably acceptable to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party affected Indemnitees at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpense.

Indemnification Procedure. Any party obligated Party entitled to indemnification under this Section (each an “Indemnified Party”) agrees to give the Party required to indemnify the other party under this Agreement such Party hereunder (the each an “Indemnifying Party”) shall prompt written notice of any Indemnity Claim as to which it intends to request indemnification hereunder. The Indemnifying Party will have the rightright to direct, by written notice to the indemnified partythrough counsel of its own choosing, to assume the defense or settlement of any claim with respect to which the indemnified party is entitled to indemnification hereunderIndemnity Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party gives fails to defend or, if after commencing or undertaking any such written noticedefense, (i) fails to prosecute or withdraws from such defense, the Indemnified Party will have the right to undertake the defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified partyor settlement thereof, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by at the Indemnifying Party’s insurer); (ii) so long as expense. If the Indemnified Party assumes the defense of any such Indemnity Claim pursuant to this section and proposes to settle such Indemnity Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party will give the Indemnifying Party is conducting such defense with reasonable diligence, prompt written notice thereof and the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall will have the right to participate in the settlement or assume or reassume the defense of such claim being defended by Indemnity Claim. Notwithstanding anything contained in this Section to the contrary, the Indemnifying Party at the expense of the indemnified partywill not, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the prior written consent of the Indemnifying Indemnified Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; (which consent will not be unreasonably withheld or (ii) if delayed), agree to a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take settlement of any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofIndemnity Claim.

Indemnification Procedure. Any CSMC shall promptly notify Licensee in writing of any claim or Action or material threat thereof brought against any Indemnified Party in respect of which indemnification may be sought and, to the extent allowed by applicable law, shall reasonably cooperate with Licensee in defending or settling any such claim or Action (at Licensee’s expense). Subject to this Section 8, Licensee shall defend any Action brought by a third party against any of the Indemnified Parties for which Licensee is obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) pursuant to Section 8.1, provided that Licensee shall have the right, by written notice sole right to the indemnified party, to assume control the defense and/or settlement of any claim such Action with respect counsel of Licensee’s own choosing and reasonably acceptable to CSMC. No settlement of any Action against the Indemnified Party for which the indemnified party is entitled CSMC intends to seek indemnification hereunder. If the Indemnifying Party gives such written notice, (ifor itself or on behalf of any other Indemnified Party) such defense shall be conducted by counsel selected by made without the Indemnifying Party prior joint written approval of Licensee and approved by the indemnified partyCSMC, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s which approval shall not be required with respect to counsel designated unreasonably withheld, delayed, or conditioned by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceeither party, the Indemnifying Party provided that Licensee shall have the right to settle any Action without the need to obtain CSMC’s approval, if such settlement is solely monetary in nature and admits no wrongdoing on the part of CSMC or the Indemnified Party. If CSMC or any other Indemnified Party does not permit Licensee to exclusively control said the defense and shall not be required to pay the fees or disbursements of any counsel engaged by such Action, or if CSMC or any other Indemnified Party does not obtain the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict approval of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, Licensee to settle such claimAction, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Licensee shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not obligation to defend such claim or to disclaim liability in respect thereofindemnify the CSMC or any other Indemnified Party hereunder.

Indemnification Procedure. Any party obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to indemnify the other party a Claim for indemnification under this Agreement Section 11, it will provide notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. (the “Indemnifying Party”i) The indemnifying Party shall have the right, by written notice right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified partyParty that are covered by the indemnification under this Section 11, including, without limitation, the selection of counsel, determination of whether to assume appeal any decision of any court and the settling of any such Claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the indemnified Party from such Claim. (ii) The indemnified Party agrees to cooperate fully with the indemnifying Party, with respect to all aspects of the defense of any claim with respect Claims covered by the indemnification under this Section 11 including, without limitation, the prompt furnishing to which the indemnifying Party of any correspondence or other notice relating thereto that the indemnified party is entitled Party may receive, permitting the name of the indemnified Party to indemnification hereunder. If be utilized in connection with such defense, the Indemnifying making available to the indemnifying Party gives such written noticeof any files, (i) records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense shall be conducted by counsel selected by and the Indemnifying making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and approved further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party, such approval not Party pursuant to this Section 11(d). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be unreasonably withheld or delayed (construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any Claims covered by the indemnification set forth in this Section 11; provided, however, that the indemnified party’s approval shall not be required Party may, at its own option, cost and expense, hire and pay for counsel in connection with respect any such defense. The indemnifying Party agrees to keep any such counsel designated hired by the Indemnifying Party’s insurer); (ii) so long indemnified Party informed as to the Indemnifying Party is conducting status of any such defense with reasonable diligencedefense, but the Indemnifying indemnifying Party shall have the right to retain sole control said defense and shall not be required to pay over such defense. (iii) In determining the fees or disbursements amount of any counsel engaged loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the indemnified party, except if there is Party as a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason result of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or Claim and (ii) if a claim is covered all amounts recovered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofindemnified Party under contractual indemnities from third Persons.

Indemnification Procedure. Any (a) A party obligated to indemnify seeking indemnification (the "Indemnified Party") shall promptly notify the other party under this Agreement (the “"Indemnifying Party”") shall have the right, by written notice to the indemnified party, to assume the defense in writing of any claim with respect for indemnification, provided, that failure to which the indemnified party is entitled to indemnification hereunder. If give such notice shall not relieve -------- the Indemnifying Party gives such written notice, of any liability hereunder (i) such defense shall be conducted by counsel selected by except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). (b) The Indemnified Party shall tender sole defense and approved by control of such claim to the indemnified partyIndemnifying Party. The Indemnified Party shall, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated if requested by the Indemnifying Party’s insurer); (ii) so long as , give reasonable assistance to the Indemnifying Party is conducting in defense of any claim. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable legal expenses directly incurred from providing such defense with reasonable diligenceassistance, the as such expenses are incurred. (c) The Indemnifying Party shall have the right to control said defense and consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party, which consent shall not be required to pay unreasonably withheld; provided, however, that the fees Indemnified Party may -------- ------- withhold its consent if any such judgment or disbursements settlement imposes any unreimbursed monetary or continuing non-monetary obligation on such Party or does not include an unconditional release of any counsel engaged by the indemnified party for services rendered after the Indemnifying that Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released its Affiliates from all liability in respect of such claim. The indemnified party shall have claims that are the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense subject matter of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofclaim.

Indemnification Procedure. Any party obligated In the event either Party learns of any claim, liability, demand or cause of action relating to indemnify the other party under this Agreement (or the “Indemnifying Party”) performance hereunder, which said Party shall have the rightdetermine, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, howeverin its sole discretion, that the indemnified party’s approval other Party may be liable therefor, said Party shall not be promptly notify the other Party. If indemnity is required with respect to counsel designated by any of the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceterms of this Agreement, the Indemnifying indemnifying Party shall have the right to control said defense all litigation and shall not be required to defend the other and pay the fees all settlements, judgments, costs, and expenses (including without limitation court costs and reasonable attorneys’ fees), whether related or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above unrelated, similar or dissimilar to the foregoing, incident thereto. Each Party, if requested, agrees to cooperate with the other in any defense, and the indemnifying Party shall reimburse the other for all reasonable expenses incurred in connection therewith. The indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the rightright to have counsel of its own choosing and at its sole expense participate in any such litigation. Notwithstanding the foregoing, however, neither Party shall effect settlement of or compromise any such claim or proceedings without having obtained the prior written consent of the indemnified partyother Party, to settle such claimwhich consent shall not be unreasonably withheld, conditioned or delayed; provided that the indemnifying Party may settle or compromise any such claim if the settlement involves only or compromise (a) requires solely the payment of moneymoney damages by the indemnifying Party, and (b) includes as an unconditional term thereof the Indemnifying Party pays all amounts due in connection with release by the claimant or by reason the plaintiff of such settlement and, as part thereof, the indemnified party is unconditionally released Party from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of If the indemnified party, but Party does not consent to a settlement which the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying indemnifying Party is conducting willing to accept, then the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying indemnifying Party’s liability insuranceshall be limited to the amount for which the claim could have been settled provided, take or omit such settlement does not require the indemnified Party to take forego any action which would cause property rights other than the insurer not to defend such claim or to disclaim liability in respect thereofamount of payment of the proposed settlement.

Indemnification Procedure. Any party obligated to indemnify In the event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other party Party in writing of the claim and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 12.7.1 or 12.7.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which may be represented in any such action or proceeding by separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. Any other provision of this Article 12 to the contrary, no Indemnitee under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is waive a conflict of interest between under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the parties with respect to indemnifying Party and one or more Indemnitees. In such claim or defense; and (iii) case, the Indemnifying indemnifying Party shall have the right, without the consent provide a defense of the indemnified party, affected Indemnitees through a separate law firm reasonably acceptable to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party affected Indemnitees at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpense.

Indemnification Procedure. Any (a) The indemnified party obligated agrees that within a reasonable period of time after it becomes aware of facts giving rise to indemnify the other party a claim for indemnification under this Agreement Article VII, it will provide notice thereof in writing to the indemnifying party, specifying the nature of and specific basis for such claim. (the “Indemnifying Party”b) The indemnifying party shall have the rightright to control, at its sole cost and expense, all aspects of the defense of (and any counterclaims with respect to) any claims brought against the indemnified party that are covered by written notice the indemnification under this Article VII, including the selection of counsel, determination of whether to appeal any decision of any Authority and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified party (which consent shall not be unreasonably withheld), with the concurrence of the Conflicts Committee of Atlas Energy in the case of the Atlas Energy Group, unless it includes a full release of the indemnified party from such matter or issues, as the case may be. (c) The indemnified party agrees to cooperate fully with the indemnifying party, with respect to (i) its pursuit of insurance coverage or recoveries with respect to the indemnified party, to assume claims covered by the indemnification and (ii) all aspects of the defense of any claim with respect claims covered by the indemnification, including the prompt furnishing to which the indemnifying party of any correspondence or other notice relating thereto that the indemnified party is entitled may receive, permitting the name of the indemnified party to indemnification hereunder. If be utilized in connection with such defense, the Indemnifying Party gives such written noticemaking available to the indemnifying party of any files, (i) records or other information of the indemnified party that the indemnifying party considers relevant to such defense shall be conducted by counsel selected by and the Indemnifying Party making available to the indemnifying party of any employees, representatives or agents of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and approved further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party, such approval not . In no event shall the obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence be unreasonably withheld or delayed (construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification; provided, however, that the indemnified party’s approval shall not be required party may, at its own option, cost and expense, hire and pay for counsel in connection with respect any such defense. The indemnifying party agrees to keep any such counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged hired by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above informed as to the indemnified partystatus of any such defense, except if there is a conflict of interest between but the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified indemnifying party shall have the right to participate in retain sole control over such defense. (d) The date on which written notification of a claim for indemnification is received by the defense indemnifying party shall determine whether such claim is timely made. (e) In determining the amount of any loss, cost, damage or expense for which a Person is entitled to indemnification under this Contribution Agreement, the gross amount of any such indemnification will be reduced by (i) any insurance proceeds realized by the indemnified Person, and such correlative insurance benefit shall be net of any incremental insurance premiums that become due and payable by the indemnified Person as a result of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or and (ii) if a claim is covered all amounts recovered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofindemnified Person under contractual indemnities from third Persons.

Indemnification Procedure. Any Promptly after receipt by the indemnified party obligated of notice of any action, proceeding, claim, or potential claim (any of which is hereinafter individually referred to indemnify as a "Claim") which could give rise to a right to indemnification hereunder, the indemnified party shall give the indemnifying party written notice describing the Claim in reasonable detail, along with copies of any correspondence, court papers, or other writings setting forth the Claim. The indemnifying party under this Agreement (the “Indemnifying Party”) shall have the right, at its option, to take over responsibility for the defense or settlement of the Claim, at its own expense and by written notice counsel of its own selection. The indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense and/or settlement of any such Claim. If the indemnifying party takes over the defense of the Claim, the indemnified party shall have the right, at their own expense, to participate in the defense of such Claim. The indemnifying party shall not enter into any settlement with respect to such Claim without the indemnified party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the indemnifying party shall decline to take over the defense of the Claim, the indemnified party shall have the right to assume the defense of any claim with respect the Claim and to which resolve the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written noticeClaim as it finds appropriate, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (in its reasonable opinion; provided, however, that the indemnified party’s approval party shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of enter into any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties settlement with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, Claim without the indemnifying party 's prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. In the event it is ultimately determined that the Claim in fact is covered by the indemnification provisions under Section 6.2 of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereofthis Agreement, the indemnified party is unconditionally released shall be entitled to recover from all liability the indemnifying party as provided in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 6.2.

Indemnification Procedure. Any party obligated to indemnify In the event of any such claim against any Genocea Indemnitee or Isconova Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other party Party in writing of the claim and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 10.6.1 or 10.6.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which may be represented in any such action or proceeding by separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. Any other provision of this ARTICLE 10 to the contrary, no Indemnitee under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is waive a conflict of interest between under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the parties with respect to indemnifying Party and one or more Indemnitees. In such claim or defense; and (iii) case, the Indemnifying indemnifying Party shall have the right, without the consent provide a defense of the indemnified party, affected Indemnitees through a separate law firm reasonably acceptable to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party affected Indemnitees at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpense.

Indemnification Procedure. Any The indemnification provided for in Sections 9.1 and 9.2 above are subject to the following terms and conditions: (a) the party obligated to indemnify claiming indemnification ("Indemnified Party") must notify the other party under this Agreement (the “"Indemnifying Party”") shall have the right, by written notice to the indemnified party, to assume the defense promptly in writing of any notice of the claim with respect subject to which the indemnified party is entitled to indemnification hereunder. If indemnification; (b) the Indemnifying Party gives such written notice, (i) shall have sole control over such defense shall be conducted by counsel selected by and all negotiations for the settlement and compromise of such claim; provided that the Indemnifying Party and approved by may not settle or compromise such claim without the indemnified party, such approval consent of the Indemnified Party (which consent will not to be unreasonably withheld or delayed (provided, however, that delayed) unless such settlement or compromise requires only the indemnified party’s approval shall not be required with respect payment of money damages to counsel designated the claimant which is paid in full by the Indemnifying Party’s insurer); (iic) for so long as the Indemnifying Party is diligently conducting such defense, it shall not be liable for any separate attorney's fees of the Indemnified Party; and (d) the Indemnified Party shall cooperate with the Indemnifying Party in a defense with reasonable diligence, and settlement of any such claim; provided that the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees liable hereunder for any settlement or disbursements of any counsel engaged compromise negotiated by the indemnified party for services rendered after Indemnified Party unless the Indemnifying Party has given agrees in writing to be so bound. If the written Indemnified Party provides notice provided for above to the indemnified party, except if there of a claim in accordance with (a) and is a conflict of interest between the parties with respect to such claim or defense; and (iii) not notified within 10 business days thereafter that the Indemnifying Party intends to defend the claim, the Indemnified Party shall have the right, without the consent of the indemnified party, be entitled to settle defend such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with and settle or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of compromise such claim. The indemnified party shall have , subject to the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofindemnification provided for herein.

Indemnification Procedure. Any party obligated The parties’ obligation to indemnify is subject to the other conditions that the party under this Agreement with the obligation to indemnify (the “Indemnifying Party”) shall have is given prompt notice of any such claims and is given primary control of and all reasonably requested assistance (at the right, by written notice to the indemnified other party, to assume ’s cost) for the defense of such claims (with counsel reasonably satisfactory to the party being indemnified (“Indemnified Party”)), provided that the Indemnified Party shall under no circumstances be required to admit liability, and provided further that any claim delay in notification shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the delay materially impairs its ability to indemnify. Without limiting the foregoing, the Indemnified Party may participate in the defense at its own expense and with its own counsel; provided that if the Indemnified Party reasonably concludes that the Indemnifying Party has conflicting interests or different defenses available with respect to which such claim, the indemnified party is entitled reasonable fees and expenses of one counsel to indemnification hereunder. If the Indemnifying Indemnified Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated borne by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the . The Indemnifying Party shall have not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the right to control said defense and part of the Indemnified Party or which would otherwise adversely affect the Indemnified Party without the Indemnified Party’s prior written consent (which shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the unreasonably withheld). The Indemnifying Party shall have keep the right, without the consent Indemnified Party advised of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense status of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting claims and the defense thereof and shall consider in accordance with this Agreement; or (ii) if a claim is covered good faith the recommendations made by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in Indemnified Party with respect thereofthereto.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense If any Proceeding is brought against any Indemnified Party in respect of any claim or liability with respect to which the indemnified party is entitled to such Indemnified Party may claim indemnification hereunder. If under this Lease, the Indemnifying Party gives Party, upon request, shall at its sole expense resist and defend such written noticeProceeding, (i) such defense shall or cause the same to be conducted resisted and defended by counsel selected designated by the Indemnifying Indemnified Party and approved by the indemnified partyIndemnifying Party, such which approval shall not to be unreasonably withheld or delayed (withheld; provided, however, that the indemnified party’s such approval shall not be required with respect to in the case of defense by counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting any insurance company undertaking such defense with reasonable diligence, the Indemnifying pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to control said employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be required to pay the fees or disbursements unreasonably withheld. The Indemnifying Party shall not be liable for any settlement of any counsel engaged by such Proceeding made without its consent, which shall not be unreasonably withheld, but if settled with the indemnified party for services rendered after consent of the Indemnifying Party has given the written notice provided for above to the indemnified partyParty, except or if settled without its consent (if its consent shall be unreasonably withheld), or if there is be a conflict of interest between the parties with respect to final, nonappealable judgment for an adversary party in any such claim or defense; and (iii) Proceeding, the Indemnifying Party shall have indemnify and hold harmless the right, without the consent of the indemnified party, to settle Indemnified Parties from and against any liabilities incurred by such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or Indemnified Parties by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofjudgement.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Each Indemnified Party”) ” shall have the right, by written give notice to the indemnified partyIndemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided the Indemnifying Party acknowledges its obligations to indemnify the Indemnified Party with respect to which the indemnified party is entitled claim and provided further that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to indemnification hereunder. If give notice as provided herein shall not relieve the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by of its obligations under this Section 4 except to the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified party’s approval shall not be required with respect failure to counsel designated by the give such notice is materially prejudicial to an Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting ability to defend such defense with reasonable diligenceaction and provided further, that the Indemnifying Party shall have not assume the right defense for matters as to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if which there is a conflict of interest between or separate and different defenses but shall bear the parties expense of such defense nevertheless. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or defense; and (iii) litigation. If the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in does not assume the defense of such any claim being defended by or proceeding resulting therefrom, the Indemnifying Indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to may defend against such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long proceeding as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend Indemnified Part may deem appropriate and may settle such claim or proceeding in such manner as the Indemnified Party may deem appropriate, all without prejudice to disclaim liability in respect thereofits right to indemnification hereunder.

Indemnification Procedure. Any In the event that any claim is made with respect to which a party obligated hereto (an “Indemnified Party”) intends to indemnify seek indemnification hereunder, the other Indemnified Party shall give the party under this Agreement from which it intends to seek indemnification hereunder (the “Indemnifying Party”) shall have the right, by prompt written notice to the indemnified party, to assume the defense of any such claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay of the fees or disbursements claim with counsel of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above its own choosing reasonably acceptable to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claimIndemnified Party, provided that such settlement involves only defense is conducted with diligence and continuity and provided further that the payment of money, the Indemnifying Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by with counsel of its choosing at its expense. The parties shall cooperate in the defense of any such claim and neither the Indemnifying Party at nor the expense of the indemnified party, but the Indemnifying Indemnified Party shall have the right to control settle or pay any such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long other, which consent shall not be unreasonably withheld. The obligations of the Buyer and Seller, respectively, to indemnify one another under Section 13 and Section 14 hereof shall terminate on the second (2nd) anniversary following the Closing Date, except as to matters as to which the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if Indemnified Party, as applicable, has made a written claim is covered for indemnification which has been received by the Indemnifying Party’s liability insuranceapplicable Indemnified Party on or prior to such date, take or omit in which case the right to take any action which would cause indemnification with respect thereto shall survive the insurer not to defend expiration of such period until such claim or to disclaim liability in for indemnification is finally resolved and any obligations with respect thereofthereto are fully satisfied.

Indemnification Procedure. Any (a) The indemnified party obligated agrees that within a reasonable period of time after it becomes aware of facts giving rise to indemnify the other party a claim for indemnification under this Agreement Article VII, it will provide notice thereof in writing to the indemnifying party, specifying the nature of and specific basis for such claim. (the “Indemnifying Party”b) The indemnifying party shall have the rightright to control, at its sole cost and expense, all aspects of the defense of (and any counterclaims with respect to) any claims brought against the indemnified party that are covered by written notice the indemnification under this Article VII, including the selection of counsel, determination of whether to appeal any decision of any Authority and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified party (which consent shall not be unreasonably withheld), with the concurrence of the Conflicts Committee of Atlas Energy in the case of the Atlas Energy Group, unless it includes a full release of the indemnified party from such matter or issues, as the case may be. (c) The indemnified party agrees to cooperate fully with the indemnifying party, with respect to (i) its pursuit of insurance coverage or recoveries with respect to the indemnified party, to assume claims covered by the indemnification and (ii) all aspects of the defense of any claim with respect claims covered by the indemnification, including the prompt furnishing to which the indemnifying party of any correspondence or other notice relating thereto that the indemnified party is entitled may receive, permitting the name of the indemnified party to indemnification hereunder. If be utilized in connection with such defense, the Indemnifying Party gives such written noticemaking available to the indemnifying party of any files, (i) records or other information of the indemnified party that the indemnifying party considers relevant to such defense shall be conducted by counsel selected by and the Indemnifying Party making available to the indemnifying party of any employees, representatives or agents of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and approved further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party, such approval not . In no event shall the obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence be unreasonably withheld or delayed (construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification; provided, however, that the indemnified party’s approval shall not be required party may, at its own option, cost and expense, hire and pay for counsel in connection with respect any such defense. The indemnifying party agrees to keep any such counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged hired by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above informed as to the indemnified partystatus of any such defense, except if there is a conflict of interest between but the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified indemnifying party shall have the right to participate in retain sole control over such defense. (d) The date on which written notification of a claim for indemnification is received by the defense indemnifying party shall determine whether such claim is timely made. (e) In determining the amount of any loss, cost, damage or expense for which a Person is entitled to indemnification under this Agreement, the gross amount of any such indemnification will be reduced by (i) any insurance proceeds realized by the indemnified Person, and such correlative insurance benefit shall be net of any incremental insurance premiums that become due and payable by the indemnified Person as a result of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or and (ii) if a claim is covered all amounts recovered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofindemnified Person under contractual indemnities from third Persons.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner that imposes any restrictions or obligations on any indemnified party (an “Indemnified Party”) shall have without the rightother Party’s prior written consent or, by written notice if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Patents or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. Upon the Indemnifying Party’s reasonable request, the Indemnified Parties will reasonably cooperate with the Indemnifying Party in the defense and settlement of any such claim, at the Indemnifying Party’s cost and expense. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within [*] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within [*] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice Notice to the indemnified other party, to assume the defense of any claim with respect to which the indemnified other party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified other party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified other party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified other party for services rendered after the Indemnifying Party has given the written notice Notice provided for above to the indemnified other party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified other party, to settle such claim, but only provided that such settlement involves only the payment of moneymoney and without the admission of any wrongdoing, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified other party is unconditionally released from all liability in respect of such claim. The indemnified other party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyother party (other than in the event of a conflict of interest between-the parties with respect to such claim or defense), but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified other party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any In any case in which indemnification is sought hereunder: At the indemnifying party’s option, the indemnifying party obligated may assume the handling, settlement or defense of any such claim or litigation. If the indemnifying party assumes the handling, settlement or defense of any such claim or litigation, the party to indemnify the other party under this Agreement (the “Indemnifying Party”) be indemnified shall have the right, by written notice to the indemnified party, to assume cooperate in the defense of any such claim with respect to which or litigation, and the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified indemnifying party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties obligation with respect to such claim or defense; litigation shall be limited to holding the indemnified party harmless from any final judgment rendered on account of such claim or settlement made or approved by the indemnifying party in connection therewith, and (iii) the Indemnifying Party shall have the right, without the consent expenses and reasonable attorneys fees of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due party incurred in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended or litigation prior to the assumption thereof by the Indemnifying Party at indemnifying party and any reasonable out-of-pocket expenses for performing such acts as the expense indemnifying party shall request. If the indemnifying party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying party shall, in addition to holding the indemnified party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable attorneys fees of the indemnified party, but party incurred in connection with the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to any such claim or defense)litigation; and The party seeking indemnification shall fully cooperate with the reasonable requests of the other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim. In no event The indemnifying party shall (i) not consent to the entry of any final judgment in any action without the indemnified party settle any claim without party’s prior written approval except, in the case where Licensor is the indemnifying party, where such consent of involves the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer agreement not to defend such claim or to disclaim liability in respect thereoffurther exploit an Included Program.

Indemnification Procedure. Any party obligated The Party entitled to indemnify indemnification under Section 13 (an “Indemnified Party”) shall notify the other party under this Agreement Party potentially responsible for such indemnification (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense in writing promptly upon being notified of or actual knowledge of any claim with respect or claims asserted or threatened against the Indemnified Party which could give rise to which a right of indemnification under this Agreement; provided, that the indemnified party is entitled failure to indemnification hereundergive such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices the Indemnifying Party. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by has acknowledged in writing to the Indemnifying Indemnified Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceresponsibility for defending a claim, the Indemnifying Party shall have the right to control said defense defend, at its sole cost and shall not be required to pay the fees or disbursements of any counsel engaged expense, such claim by the indemnified party for services rendered after all appropriate proceedings; provided, that the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is may not enter into any compromise or settlement unless (i) such compromise or settlement imposes only a conflict of interest between the parties with respect to such claim or defense; and (iii) monetary obligation on the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, and which includes as part an unconditional term thereof, the indemnified party is unconditionally released giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim; or (ii) the Indemnified Party consents to such compromise or settlement, which consent shall not be unreasonably withheld, conditioned or delayed unless such compromise or settlement involves (A) any admission of legal wrongdoing by the Indemnified Party, (B) any payment by the Indemnified Party that is not indemnified hereunder or (C) the imposition of any equitable relief against the Indemnified Party. The indemnified party If the Indemnifying Party does not elect to assume control of the defense of a claim or if a good faith and diligent defense, in the Indemnified Party’s reasonable opinion, is not being or ceases to be materially conducted by the Indemnifying Party, the Indemnified Party shall have the right right, at the expense of the Indemnifying Party, upon at least [***] prior written notice to participate in the Indemnifying Party of its intent to do so, to undertake the defense of such claim being defended for the account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not to be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to such claim. The Indemnified Party may not enter into any compromise or settlement without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnified Party will cooperate with the Indemnifying Party and may participate CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. in, but not control, any defense or settlement of any claim controlled by the Indemnifying Party at pursuant to this Section 13.4 and shall bear its own costs and expenses with respect to such participation; provided that the expense of the indemnified party, but Indemnifying Party shall bear such costs and expenses if counsel for the Indemnifying Party shall have the right to control reasonably determined that such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of counsel may not properly represent both the Indemnifying Party so long as and the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to indemnify the other party a claim for indemnification under this Agreement Section 10, it will provide Notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. (the “Indemnifying Party”i) The indemnifying Party shall have the right, by written notice right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified partyParty that are covered by the indemnification under this Section 10, including, without limitation, the selection of counsel, determination of whether to assume appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the indemnified Party from such Claim. (ii) The indemnified Party agrees to cooperate fully with the indemnifying Party, with respect to all aspects of the defense of any claim with respect Claims covered by the indemnification under this Section 10, including, without limitation, the prompt furnishing to which the indemnifying Party of any correspondence or other Notice relating thereto that the indemnified party is entitled Party may receive, permitting the name of the indemnified Party to indemnification hereunder. If be utilized in connection with such defense, the Indemnifying making available to the indemnifying Party gives such written noticeof any files, (i) records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense shall be conducted by counsel selected by and the Indemnifying making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and approved further agrees to maintain the confidentiality of all files, records and other information furnished by the indemnified party, such approval not Party pursuant to this Section 10(c). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be unreasonably withheld or delayed (construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Section 10; provided, however, that the indemnified party’s approval shall not be required Party may, at its own option, cost and expense, hire and pay for counsel in connection with respect any such defense. The indemnifying Party agrees to keep any such counsel designated hired by the Indemnifying Party’s insurer); (ii) so long indemnified Party informed as to the Indemnifying Party is conducting status of any such defense with reasonable diligencedefense, but the Indemnifying indemnifying Party shall have the right to retain sole control said defense and shall not be required to pay over such defense. (iii) In determining the fees or disbursements amount of any counsel engaged loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (A) any insurance proceeds realized by the indemnified party for services rendered after Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnifying Indemnified Party has given the written notice provided for above to the indemnified party, except if there is as a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense result of such claim being defended and (B) all amounts recovered by the Indemnifying indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofunder contractual indemnities from third parties.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), it shall inform the other party under this Agreement Party (the “Indemnifying Party”) shall have of the right, by Claim giving rise to the obligation to indemnify pursuant to such Section within [***] after receiving written notice to of the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, Claim (i) such defense shall be conducted by counsel selected by the Indemnifying Party it being understood and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedagreed, however, that the indemnified party’s approval failure or delay by an Indemnified Party to give such notice of a Claim shall not be required with respect affect the indemnification provided hereunder except to counsel designated by the Indemnifying Party’s insurer); (ii) so long as extent the Indemnifying Party is conducting shall have been actually and materially prejudiced as a result of such defense with reasonable diligence, the failure or delay to give notice). The Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay the fees or disbursements of any counsel engaged by such Claim for which it is obligated to indemnify the indemnified party for services rendered after Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the rightright to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent of the indemnified partyshall not be unreasonably withheld, to settle conditioned or delayed. The Indemnifying Party may not enter into any compromise or settlement unless (a) such claim, provided that such compromise or settlement involves imposes only the payment of money, a monetary obligation on the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, and includes as part an unconditional term thereof, the indemnified party is unconditionally released giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim; or (b) the Indemnified Party consents to such compromise or settlement, which consent will not be unreasonably withheld, conditioned or delayed unless such compromise or settlement involves (i) any admission of legal wrongdoing by the Indemnified Party, (ii) any payment by the Indemnified Party that is not indemnified under this Agreement, or (iii) the imposition of any equitable relief against the Indemnified Party. The indemnified party shall If the Indemnifying Party does not elect to assume control of the defense of a claim or if a good faith and diligent defense, in the Indemnified Party’s reasonable opinion, is not being or ceases to be materially conducted by the Indemnifying Party, the Indemnified Party will have the right right, at the expense of the Indemnifying Party to participate in the extent reasonable and documented, upon at least [***] prior written notice to the Indemnifying Party of its intent to do so, to undertake the defense of such claim being defended for the account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not to be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party at the expense of the indemnified party, but will keep the Indemnifying Party shall have the right to control such defense (other than in the event apprised of a conflict of interest between the parties all material developments with respect to such claim claim. If the Parties cannot agree as to the application of Section 13.1 or defense). In no event shall (i) the indemnified party settle 13.2 as to any claim without the consent Claim, pending resolution of the Indemnifying dispute pursuant to Section 17.5, the Parties may conduct separate defenses of such Claims, with each Party so long as retaining the Indemnifying right to Claim indemnification from the other Party is conducting the defense thereof in accordance with this Agreement; Section 13.1 or (ii) if a claim is covered by 13.2 upon resolution of the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofunderlying Claim.

Indemnification Procedure. Any party obligated person who is claiming indemnification from Licensee pursuant to indemnify the other party under this Agreement provisions of Section 8.01, or from Licensor pursuant to the provisions of Section 8.02 (the “Indemnified Person”) shall promptly deliver a written notification of each claim for indemnification, accompanied by a copy of all papers served, if any, and specifying in detail the nature of, basis for and estimated amount of the claim for indemnification to Licensee or Licensor, as applicable (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder). If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not an Indemnified Person fails to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by promptly notify the Indemnifying Party’s insurer); (ii) so long , then the obligation to indemnify shall be reduced by the amount of liability that is attributable to or becomes definite as a result of the delay in notification, if the delay in notification has resulted in a material increase in liability or actual prejudice to the Indemnifying Party is conducting such defense with reasonable diligence, the Party. The Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay the fees or disbursements of any matter for which a claim of indemnification is made against it with counsel engaged by the indemnified party for services rendered after the it selects, at its own expense. The Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party its sole discretion shall have the right to participate in the defense of such settle, compromise or defend until final adjudication any dispute or alleged liability for which a claim being defended by the Indemnifying Party at the expense of the indemnified partyfor indemnification has been made; provided, but however, that the Indemnifying Party shall have not, except with the right consent of each Indemnified Person, which consent shall not be unreasonably withheld or delayed, consent to control such defense (other than in the event entry of any judgment, or enter into any settlement, that does not include the giving by the claimant or plaintiff to the Indemnified Person of a conflict of interest between the parties release from all liability with respect to such the claim or defense)litigation. In no event Each Indemnified Person shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long cooperate in providing information, formulating a defense or as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered otherwise reasonably requested by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) Each Indemnified Party shall have the right, by written give notice to the indemnified partyIndemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided the Indemnifying Party acknowledges its obligations to indemnify the Indemnified Party with respect to which the indemnified party is entitled claim and provided further that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to indemnification hereunder. If give notice as provided herein shall not relieve the Indemnifying Party gives of its obligations under this Section 4 except to the extent that the failure to give such written notice, (i) notice is materially prejudicial to an Indemnifying Party's ability to defend such defense shall be conducted by counsel selected by the Indemnifying Party action and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, howeverprovided further, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have not assume the right defense for matters as to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if which there is a conflict of interest between or separate and different defenses but shall bear the parties expense of such defense nevertheless. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or defense; and (iii) litigation. If the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in does not assume the defense of such any claim being defended by or proceeding resulting therefrom, the Indemnifying Indemnified Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to may defend against such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long proceeding as the Indemnifying Indemnified Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend may deem appropriate and may settle such claim or proceeding in such manner as the Indemnified Party may deem appropriate, all without prejudice to disclaim liability in respect thereofits right to indemnification hereunder.

Indemnification Procedure. Any party obligated (a) A Party that intends to indemnify the other party claim indemnification under this Agreement (Section 9 shall promptly notify the “Indemnifying Party”) indemnifying Party of any such claims in respect of which such Party intends to claim such indemnification, and if applicable such indemnifying Party shall have the right, by written notice to the indemnified party, to assume the defense of any claim thereof with respect counsel mutually satisfactory to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives Parties; provided that such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said retain its own counsel and, in case compensation for fees and expenses are not otherwise awarded, compensation for such reasonable costs shall be paid by such indemnifying Party provided such indemnifying Party is responsible for the defense thereof, if representation of such Party by the counsel retained by such indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Party and any other Party represented by such counsel. The indemnification provided for by this Section 9 shall not be required apply to pay the fees or disbursements amounts paid in settlement of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, if such settlement is effected without the consent of the indemnifying Party, which consent shall not be unreasonably withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the other Party under this Section 9.3 to the extent so prejudiced, but the omission so to deliver notice to such indemnifying Party shall not otherwise relieve it of any liability that it may have to such other Party. The indemnified partyParty shall cooperate fully with the other Party in the investigation of any such claim covered by this indemnification. (b) If Distributor receives a demand, claim, suit or proceeding subject to Ampio indemnification under Section 9.1(a)(iv), Distributor shall notify Ampio promptly in writing and give Ampio information, assistance and exclusive authority to evaluate, defend and settle such claim. Ampio shall then at its own expense and option, provided (i) settle the claim (which settlement shall include for Distributor the right to sell and use the Product pursuant to this Agreement); (ii) procure for Distributor the right to sell and use the Product pursuant to this Agreement; (iii) replace or modify the Product to avoid infringement; (iv) defend against such claim; or (v) remove the Product and indemnify and hold harmless Distributor. Should any court of competent jurisdiction hold in a final decision that the sale, manufacture, or use of such settlement involves only Product constitutes infringement, Ampio shall pay any costs and damages finally awarded against Distributor on the payment account of moneysuch infringement, and if the Indemnifying Party pays all amounts due use of such Product is enjoined, Ampio shall take one more of the actions under clauses (ii), (iii) or (v) above. Ampio reserves the right, at its sole option, to notify Distributor in connection with writing that as a result of a claim, suit or proceeding or threat of same in the Territory, Distributor may not market or sell the Product in such Territory, effective as of such written notice, subject to full indemnification of Distributor. The foregoing states the entire and complete liability of Ampio for any patent infringement or claimed infringement by reason of such settlement andthe sale, as manufacture or use of the Product or any part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party This Section 9.3(b) shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than also apply in the event Ampio receives a claim, suit or proceeding relating to an actual or alleged infringement of a conflict claim of interest between the parties with respect to such claim a patent or defense). In no event shall (i) the indemnified party settle any claim without the consent an actual or alleged infringement or misappropriation of the Indemnifying a Third Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered Intellectual Property Right by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofProduct.

Indemnification Procedure. Any party obligated When required to indemnify an Indemnified Party in accordance with this Article 8, PEGI or the other party under this Agreement relevant PSP Project Entity, as applicable (in such capacity, the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the defense of any Claim against such Indemnified Party and shall bear the expense thereof, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such Claim, provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party shall be consulted on the defense and settlement of such Claim and may elect to participate through separate counsel in the defense of any such Claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right, by written notice right to control the defense or settlement of such Claim on behalf of such Indemnified Party) or (c) the Indemnifying Party shall not have employed counsel reasonably acceptable to the indemnified party, Indemnified Party to assume the defense of any claim with respect to which such Claim within a reasonable time after notice of the indemnified party is entitled to indemnification hereundercommencement thereof. If In each of such cases set forth in the Indemnifying Party gives such written noticesecond sentence of this paragraph, (i) such defense the reasonable fees and expenses of counsel shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as except where the Indemnifying Party is conducting ultimately deemed not to have been required to provide the defense thereof in accordance with this Agreement; indemnity sought by the Indemnified Party. The Indemnifying Party shall not settle any Claim if the terms of such settlement (x) require the payment of any amount by the Indemnified Party for which the Indemnified Party is not indemnified hereunder or (iiy) if a claim is covered by provide for non-monetary damages, in each case without the Indemnifying written consent of the Indemnified Party’s liability insurance, take which consent shall not be unreasonably conditioned, withheld or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofdelayed.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) shall have that imposes any restrictions or obligations on the rightindemnified party (an “Indemnified Party”) or, by if Licensor is the Indemnifying Party, any REGENXBIO Licensor, without the other Party’s prior written notice consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within [*] after notice thereof, then the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of an Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within [*] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify In connection with any Claim for which a Party (the “Indemnified Party”) seeks indemnification from the other party under this Agreement Party (the “Indemnifying Party”) shall have pursuant to this Agreement, the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If Indemnified Party shall: (a) give the Indemnifying Party gives prompt written notice of the Claim; provided, however, that failure to provide such written notice, (i) such defense notice shall be conducted by counsel selected by not relieve the Indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and approved by settlement of the indemnified partyClaim; and (c) permit the Indemnifying Party to control the defense and settlement of the Claim only if the Indemnifying Party confirms in writing that it is liable to indemnify the PFIZER Indemnitees or the LICENSEE Indemnitees, such approval not as applicable, in connection with the relevant matter and provides reasonable substantiation that the Indemnifying Party has the financial resources to be unreasonably withheld pay for the defense and settlement of the Claim (including any settlement thereof or delayed (judgment thereon); provided, however, that the indemnified partyIndemnifying Party may not settle the Claim without the Indemnified Party’s approval prior written consent, which shall not be required with respect to counsel designated by unreasonably withheld or delayed, in the Indemnifying event such settlement materially adversely impacts the Indemnified Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligencerights or obligations. Further, the Indemnifying Indemnified Party shall have the right to control said defense participate (but not control) and shall not be required to pay the fees represented in any suit or disbursements action by advisory counsel of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; its selection and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofits own expense.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, : (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall shall: (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated Whenever any claim shall arise for indemnification hereunder, the Indemnitee shall promptly provide written notice of such claim to indemnify the other party under this Agreement indemnifying Party (the “Indemnifying Party”) shall have ). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action by a Person who is not a party to this Agreement, the rightIndemnifying Party, by at its sole cost and expense and upon written notice to the indemnified partyIndemnitee, to may assume the defense of any claim such action with respect counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (Indemnitee; provided, however, that the indemnified party’s approval Indemnifying Party shall not be required with respect entitled to counsel designated defend a third party claim that (a) involves an actual conflict of interest, (b) seeks an injunction or other equitable relief against an Indemnitee or (c) is asserted by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there a Person who is a conflict of interest between the parties with respect to such claim customer, supplier, partner or defense; and (iii) the Indemnifying Party shall have the right, without the consent reseller of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with Indemnitee or by reason of such settlement and, as part any Affiliate thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party Indemnitee shall have the right be entitled to participate in the defense of any such claim being defended by action, with its counsel and at its own cost and expense. If the Indemnifying Party at does not assume the expense defense of any such action, the indemnified partyIndemnitee may, but shall not be obligated to, defend against such action in such manner as it may deem appropriate, including settling such action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnitee may deem appropriate and no action taken by the Indemnitee in accordance with such defense and settlement shall relieve the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties its indemnification obligations herein provided with respect to such claim or defense)any damages resulting therefrom. In no event The Indemnifying Party shall (i) the indemnified party not settle any claim action without the Indemnitee’s prior written consent of (which consent may be withheld in the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying PartyIndemnitee’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofsole discretion).

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) Indemnified Party shall have the rightbe entitled, by upon written notice to the indemnified partyIndemnifying Party, to assume the timely appointment of counsel by the Indemnifying Party for the defense of any claim with respect claim, which counsel shall be subject to which the indemnified party is entitled to indemnification hereunderapproval of the Indemnified Party. If If, in the Indemnified Party’s reasonable judgment, a material conflict of interest exists between the Indemnified Party and the Indemnifying Party gives at any time during the defense of the Indemnified Party, the Indemnified Party may appoint independent counsel of its choice for the defense of the Indemnified Party as to such written noticeclaim. Additionally, regardless of whether the Indemnified Party has appointed counsel or selects independent counsel (i) such defense shall be conducted by counsel selected by the Indemnifying Indemnified Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of any claim and approve any proposed settlement of such claim being defended claim, such approval not to be unreasonably withheld, and (ii) all costs, expenses and attorneys’ fees of the Indemnified Party shall be borne by the Indemnifying Party. If the Indemnifying Party fails to timely pay such costs, expenses and reasonable attorneys’ fees, the Indemnified Party may, but shall not be obligated to, pay such amounts and be reimbursed by the Indemnifying Party for the same, which amounts shall bear interest at the expense of Default Rate until paid in full. The parties hereby acknowledge that it shall not be a defense to a demand for indemnity that less than all claims asserted against the indemnified party, but the Indemnifying Indemnified Party shall have the right are subject to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense)indemnification. In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if If a claim is covered by the Indemnifying Party’s liability insurance, the Indemnified Party shall not take or omit to take any action which that would cause the insurer not to defend such claim or to disclaim liability in respect thereof. Further, the Indemnified Party shall cooperate with the Indemnifying Party in the defense of the claim (at the Indemnifying Party’s cost), shall not settle the claim without the consent of the Indemnifying Party, and shall not take any action which prejudices the defense of the claim.

Indemnification Procedure. Any party obligated to indemnify In the event of any indemnified claim against any Sarepta Indemnitee or Summit Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other party under this Agreement (Party in writing of the “Indemnifying Party”) claim and the indemnifying Party shall have the rightmanage and control, by written notice to the indemnified partyat its sole expense, to assume the defense of any the claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (its settlement; provided, however, that the indemnifying Party may not settle the claim without the indemnified partyParty’s approval prior written consent (not to be unreasonably withheld), if such settlement materially adversely impacts the indemnified Party’s rights or obligations. The Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be required with respect to counsel designated liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the Indemnifying indemnifying Party’s insurer); (ii) so long as written authorization. Notwithstanding the Indemnifying foregoing, if the indemnifying Party is conducting such defense with reasonable diligencebelieves that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Sections 11.1, 11.2 or 11.3 may apply, then the Indemnifying indemnifying Party shall promptly notify the Indemnitees, who shall then have the right to control said defense and shall not be required to pay represented in any such action or proceeding by separate counsel at their expense; provided that the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying indemnifying Party shall have be responsible for payment of such expenses if the right, without Indemnitees are ultimately determined to be entitled to indemnification from the consent of indemnifying Party for the indemnified party, matters to settle such claim, provided which the indemnifying Party notified the Indemnitees that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (iexception(s) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofmay apply.

Indemnification Procedure. Any party obligated If a Party is seeking indemnification under Section 1.1 or Section 11.2, it shall inform the other Party of the Claim giving rise to the obligation to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party it being understood and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedagreed, however, that the failure or delay by indemnified party’s approval Party to give such notice of a Claim shall not be required with respect affect the indemnification provided hereunder except to counsel designated by the Indemnifying Party’s insurerextent the indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the . Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in assume the defense of any such claim being defended by Claim for which it is obligated to indemnify, including selecting counsel and settling any such Claim. Indemnified Party shall cooperate with the Indemnifying indemnifying Party as indemnifying Party may reasonably request, and at the expense of the indemnified party, but the Indemnifying indemnifying Party’s cost and expense. Indemnified Party shall have the right to control such defense (other than participate, at its own expense and with counsel of its choice, in the event defense of any Claim. Indemnifying Party shall keep indemnified Party informed on a reasonable and timely basis as to the status of such Claim (to the extent indemnified Party is not participating in the defense of such Claim) and conduct the defense of such Claim in a prudent manner. If indemnifying Party assumes the defense of a conflict Claim, no compromise or settlement of interest between such Claim may be effected by the parties with respect indemnifying Party without the indemnified Party’s written consent (such consent not to such claim be unreasonably withheld, delayed or defenseconditioned). In Notwithstanding the foregoing, the indemnified Party’s consent shall not be required for a settlement where: (a) there is no event shall 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 indemnified Party, (ib) the sole relief provided is monetary damages that are paid in full by indemnifying Party, and (c) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with Party’s rights under this Agreement; or (ii) if a claim is covered by , including the Indemnifying Party’s liability insuranceOption, take or omit to take any action which would cause the insurer are not to defend such claim or to disclaim liability in respect thereofadversely affected.

Indemnification Procedure. Any party obligated When required to indemnify any Contractor Indemnified Party or Owner Indemnified Party or any other Person entitled to indemnification under Section 10.1 (“Indemnified Party”), the other party under this Agreement Party providing the indemnity (the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such claim (in which case the Indemnifying Party shall not have the rightright to control the defense or settlement of such claim, by written notice to on behalf of such Indemnified Party) or (b) the indemnified party, Indemnifying Party shall not have employed counsel to assume the defense of any such claim with respect to which within a reasonable time after notice of the indemnified party is entitled to indemnification hereundercommencement thereof. If In each of such cases the Indemnifying Party gives such written notice, (i) such defense fees and expenses of counsel shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but Indemnifying Party. The amount of any indemnity payment made under Section 10.1 shall be reduced by the Indemnifying amount of all insurance proceeds received by the Indemnified Party shall have in respect of the event giving rise to the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense)indemnity under Section 10.1. In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability All payments made in respect thereofof indemnities provided under this Article 10 shall be made on an After-Tax Basis.

Indemnification Procedure. Any The indemnities contained in this Clause 14 shall be conditional on compliance with the terms and conditions set out in this Clause 14.3. The indemnifying party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the rightwill defend, by contest, or otherwise protect against any such Claims at its own cost and expense provided that prompt written notice is given, of any Claims for which indemnification might be claimed. The indemnified party may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party shall be entitled to control the defense unless the indemnified party, to assume party has relieved the defense of any claim indemnifying party from liability with respect to which the particular matter. If the indemnifying party fails to timely defend, contest, or otherwise protect against any such Claims, the indemnified party is entitled to indemnification hereunder. If may, but will not be obligated to, defend, contest, or otherwise protect against the Indemnifying Party gives such written noticesame, (i) such defense shall be conducted by counsel selected by and make any reasonable compromise or settlement thereof and recover the Indemnifying Party and approved by entire costs thereof from the indemnified indemnifying party, including reasonable legal fees and costs and disbursements, and all amounts paid as a result of such approval not to be unreasonably withheld Claims or delayed (the compromise or settlement thereof, provided, however, that if the indemnified party’s approval shall not be required with respect to counsel designated by indemnifying party undertakes the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such timely defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereofmatter, the indemnified party is unconditionally released shall not be entitled to recover from all liability the indemnifying party for its costs incurred in respect of such claimthe defense thereof. The indemnified party shall have cooperate and provide such assistance as the right to participate indemnifying party may reasonably request in connection with the defense of such claim being defended by the Indemnifying Party at matter subject to indemnification. No settlement that will impact the expense other party’s business will be made without prior written approval of the indemnified other party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Sections 14.1 or 14.2 (the “Indemnified Party”), it shall inform the other party under this Agreement Party (the “Indemnifying Party”) shall have of the right, by written notice Claim giving rise to the indemnified party, obligation to assume indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderClaim. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the The Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay the fees or disbursements of any counsel engaged by such Claim for which it is obligated to indemnify the indemnified party for services rendered after Indemnified Party, which shall include the Indemnifying Party has given right to settle any Claim (i) without the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such Indemnified Party if the settlement involves only the payment of moneymoney or (ii) with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, in other circumstances. The Indemnified Party shall cooperate with the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, and the Indemnifying Party’s insurer as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party may reasonably request, and at the expense of the indemnified party, but the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to control such defense (other than participate, at its own expense and with counsel of its choice, in the event defense of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s liability insurancewritten consent, take which consent shall not be unreasonably withheld or omit delayed. If the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to take Rule 406 of the Securities Act of 1933, as amended. Parties cannot agree as to the application of Section 14.1 or 14.2 as to any action which would cause Claim, pending resolution of the insurer not dispute pursuant to defend Section 15.7, 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 14.1 or to disclaim liability in respect thereof14.2 upon resolution of the underlying Claim.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Sections 9.1 or 9.2 (the “Indemnified Party”), it shall inform the other party under this Agreement Party (the “Indemnifying Party”) shall have of the right, by written notice claim giving rise to the indemnified party, obligation to assume indemnify pursuant to such section as soon as reasonably practicable after receiving notice of the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderclaim. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the The Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay the fees or disbursements of any counsel engaged by such claim for which it is obligated to indemnify the indemnified party for services rendered after Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party has given and the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) Indemnifying Party’s insurer as the Indemnifying Party shall have the rightmay reasonably request, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, and at the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimParty’s cost and expense. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Indemnified Party shall have the right to control such defense (other than participate, at its own expense and with counsel of its choice, in the event defense of a conflict of interest between the parties with respect to such any claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered suit that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If FivePrime is the Indemnifying Party, it shall not admit to any fault or liability insuranceof any Galaxy Indemnitee without Galaxy’s consent, take in Galaxy’s sole discretion. If Galaxy is the Indemnifying Party, it shall not admit to any fault or omit liability of any FivePrime Indemnitee without FivePrime’s consent, in FivePrime’s sole discretion. If the Parties cannot agree as to take the application of Section 9.1 or 9.2 as to any action which would cause claim, pending resolution of the insurer not dispute pursuant to defend Section 10.6, 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 9.1 or to disclaim liability in respect thereof9.2 upon resolution of the underlying claim.

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 12 of notice of the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with respect to which the action, such indemnified party shall, if a claim in respect thereof is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedmade against an indemnifying party under this Section 12, however, that notify the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified indemnifying party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent in writing of the indemnified party, to settle commencement thereof and generally summarize such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimaction. The indemnified indemnifying party shall have the right to participate in and to assume the defense of such claim, provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim being defended with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 12, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party with the fees and expenses of such counsel to be paid by the Indemnifying Party at the expense indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified partyparty under this Section 12, but the Indemnifying Party omission so to notify the indemnifying party shall not relieve such party of any liability that such party may have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the any indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with otherwise than under this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 12.

Indemnification Procedure. (a) Any and all claims for indemnification (other than claims related to a Modified Representation) by any Buyer Indemnitee pursuant to Section 17 herein, while the Escrow Fund remains in effect and available to satisfy claims for Losses pursuant to the indemnification provided for in Section 17(a), shall be made in accordance with the terms of the Escrow Agreement. All other claims for indemnification hereunder including any and all claims relating to a Modified Representation, shall be made in accordance with the terms of this Section 18(b)-(e). (b) Within a reasonable period of time after the incurrence of any Losses by any person entitled to indemnification pursuant to Section 17 hereof (an “Indemnified Party”), including in respect of any claim by a third party obligated described in Section 19, which might give rise to indemnify indemnification hereunder, the other Indemnified Party shall deliver to the party under this Agreement from which indemnification is sought (the “Indemnifying Party”) shall have a certificate (the right“Loss Certificate”), by written notice to which Loss Certificate shall: (i) state that the indemnified party, to assume the defense of any claim with respect to Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the indemnified party such Indemnified Party is entitled to indemnification pursuant to this Agreement; (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. If ; and (iii) notify the Indemnifying Party gives such written noticethat if the Indemnifying Party in good faith objects to the Loss Certificate or any portion of the Loss Certificate, the Indemnifying Party must so notify the Indemnified Party within thirty (i30) such defense days of receipt or the claim described in the Loss Certificate shall be conducted by counsel selected deemed to be an Agreed Claim that the Indemnifying Party shall be required to pay under this Agreement. (c) In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Loss Certificate, the Indemnifying Party shall, within thirty (30) days after receipt by the Indemnifying Party of such Loss Certificate, deliver to the Indemnified Party a notice to such effect and approved the Indemnifying Party and the Indemnified Party shall, within the thirty (30) day period beginning on the date of receipt by the indemnified partyIndemnified Party of such objection, such approval not attempt in good faith to be unreasonably withheld or delayed (provided, however, that agree upon the indemnified party’s approval shall not be required rights of the respective parties with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting each of such defense with reasonable diligence, claims to which the Indemnifying Party shall have so objected. If the right to control said defense Indemnified Party and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties shall succeed in reaching agreement on their respective rights with respect to any of such claim claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or defense; items or amount or amounts, then either the Indemnified Party or the Indemnifying Party may submit such dispute to a court of competent jurisdiction. (d) Claims for Losses specified in any Loss Certificate to which an Indemnifying Party shall not object in writing within thirty (30) days of receipt of such Loss Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 18(c), claims for Losses the validity and amount of which shall have been the subject of a final judicial determination, or shall have been settled with the consent of the Indemnifying Party, as described in Section 18, are hereinafter referred to, collectively, as “Agreed Claims.” Within ten (10) days of the determination of the amount of any Agreed Claims (the “Agreed Claim Payment Date”), the Agreed Claim (i) in the case of the indemnification obligations of the Seller, shall be paid from the Escrow Fund pursuant to the Escrow Agreement (or paid from such other sources as otherwise provided in the following sentence), subject to Section 17 above, and (iiiii) in the case of the indemnification obligations of the Buyer, shall be paid in cash or such other means as may then be agreed to among Buyer and the applicable Seller Indemnitee, subject to Section 17 above. Notwithstanding anything to the contrary herein, in the case of the indemnification obligations of the Seller, the Indemnifying Party shall have the right, without the consent of the indemnified partyin its sole discretion, to settle satisfy the amount of any Agreed Claim by paying the Indemnified Party (1) with an amount from the Escrow Fund, if then available to satisfy such claimAgreed Claim; provided, provided however, that if an amount from the Escrow Fund is not then available to satisfy such settlement involves only the payment of moneyAgreed Claim, the Indemnifying Party pays all amounts due in connection with or by reason may satisfy the amount of such settlement and, as part thereof, Agreed Claim by wire transfer in immediately available funds to the indemnified party is unconditionally released from all liability bank account or accounts designated by the Indemnified Party in respect of such claim. The indemnified party shall have the right a notice to participate in the defense of such claim being defended by the Indemnifying Party at the expense not less than two (2) business days prior to such payment. (e) All claims made against and paid out of the indemnified party, but Escrow Fund to Buyer Indemnitees shall be made and paid in accordance herewith and with the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent terms of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Escrow Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify The Party seeking indemnification, as the indemnitee, will provide the other party under this Agreement (Party, as the “Indemnifying Party”) shall have the rightindemnitor, by prompt written notice to the indemnified party, to assume the defense of any claim with respect third party Claim for which indemnity is sought, although failure to which provide prompt notice shall not relieve the indemnified party is entitled to indemnitor of its indemnification hereunderobligations unless such failure materially prejudices indemnitor in defending such Claim. If the Indemnifying Party gives indemnitor is so notified, the indemnitor will promptly engage experienced and competent counsel, and will have sole control of the defense and all negotiations for the compromise or settlement of such written noticeClaim, (i) and will pay any Damages in respect of such defense shall be conducted by counsel selected by Claim and reimburse the Indemnifying Party indemnitee for its reasonable expenses incurred in cooperation with and approved by providing assistance to the indemnified party, such approval not to be unreasonably withheld or delayed (indemnitor; provided, however, that the indemnified indemnitor may not settle any such Claim without the indemnitee’s consent if the proposed settlement would be in the indemnitee’s name or impose pecuniary or other liability or an admission of fault or guilt on the indemnitee or would require the indemnitee to be bound by an injunction of any kind. The indemnitee shall provide reasonable information and assistance in connection with such defense and settlement (at the indemnitor’s expense). Consent to any settlement will not be unreasonably withheld. Notwithstanding the foregoing, to the extent that such Claim is based on the infringement of a third party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceIntellectual Property Rights, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall indemnitor will have the right, without at its sole option and expense to procure for the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have indemnitee the right to participate in the defense of continue using such claim being defended by the Indemnifying Party at the expense of the indemnified partymaterials, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofreplace or modify them with non-infringing materials.

Indemnification Procedure. Any A party obligated to indemnify that makes a claim for indemnification under this Article 10 shall promptly notify the other party under this Agreement (the “Indemnifying PartyIndemnitor”) shall have the rightin writing of any action, by written notice to the indemnified claim or other matter in respect of which such party, intends to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The indemnified party shall permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the indemnified party’s approval rights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein, in order for it to exercise such rights, without the indemnified party’s prior written consent, which shall not be required with respect to counsel designated by unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the Indemnifying Party’s insurer); (ii) so long as prior written consent of the Indemnifying Party is conducting such defense with reasonable diligenceIndemnitor, the Indemnifying Party shall have the right to control said defense and which shall not be required to pay unreasonably withheld or delayed. The indemnified party shall fully cooperate with the fees or disbursements Indemnitor and its legal representatives in the investigation and defense of any counsel engaged action, claim or other matter covered by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict indemnification obligations of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimthis Article 10. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyright, but not the Indemnifying Party shall have the right obligation, to control be represented in such defense (other than in the event by counsel of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofits own selection and at its own expense.

Indemnification Procedure. Any party obligated to indemnify To the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, extent that the indemnified Party’s or a third party’s approval negligent or intentional acts or omissions contributed to or caused the injury or damage for which a claim of indemnity is being asserted against the indemnifying Party hereunder, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall not be required with respect allocated or reallocated, as the case may be, between the indemnified Party, the indemnifying Party and any other party bearing responsibility in such proportion as appropriately reflects the relative fault of such Parties, or their subcontractors, or the officers, directors, employees, agents, successors and assigns of any of them, and the liability of the indemnifying Party shall be proportionately reduced. Notwithstanding the foregoing, each Party hereunder will bear responsibility for its own suppliers or vendors to counsel designated by the Indemnifying extent that the damages or expenses are due to the relative fault of that Party’s insurer); (ii) so long as suppliers or vendors, and the Indemnifying relative fault of the supplier or vendor shall be deemed the relative fault of the Party is conducting contracting with such defense with reasonable diligence, supplier or vendor. Each Party agrees to promptly notify the Indemnifying indemnifying Party in writing of any indemnifiable Claim. The indemnified Party shall have cooperate in all reasonable respects with the right to control said indemnifying Party and its attorneys in the investigation, trial, defense and settlement of such Claim and any appeal arising there from. The indemnified Party may participate in such investigation, trial, defense and settlement of such Claim and any appeal arising there from, through its attorneys or otherwise, at its own cost and expense. No settlement of a Claim shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, entered into without the consent of the indemnified partyParty, to settle such claimwhich consent shall not be unreasonably withheld, provided that such unless the settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense includes an unconditional general release of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any indemnified party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the rightbe entitled, by upon written notice to the indemnified indemnifying party, to assume the timely appointment of counsel by the indemnifying party for the defense of any claim with respect to claim, which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense counsel shall be conducted by counsel selected by subject to the Indemnifying Party and approved by approval of the indemnified party. If, such approval not to be unreasonably withheld or delayed (provided, however, that in the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligencejudgment, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest exists between the parties with respect to such claim or defense; indemnified party and (iii) the Indemnifying Party shall have indemnifying party at any time during the right, without the consent defense of the indemnified party, the indemnified party may appoint independent counsel of its choice for the defense of the indemnified party as to settle such claim. Additionally, provided that such settlement involves only the payment regardless of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, whether the indemnified party is unconditionally released from all liability in respect of such claim. The appointed counsel or selects independent counsel (i) the indemnified party shall have the right to participate in the defense of any claim and approve any proposed settlement of such claim being defended by the Indemnifying Party at the expense claim, and (ii) all costs, expenses and attorneys’ fees of the indemnified party shall be borne by the indemnifying party. If the indemnifying party fails to timely pay such costs, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) expenses and attorneys’ fees, the indemnified party settle any claim without may, but shall not be obligated to, pay such amounts and be reimbursed by the consent of indemnifying party for the Indemnifying Party so long as same, which amounts shall bear interest at the Indemnifying Party is conducting rate provided for in Section 15.2.3 until paid in full. The Parties hereby acknowledge that it shall not be a defense to a demand for indemnity that less than all claims asserted against the defense thereof in accordance with this Agreement; or (ii) if indemnified party are subject to indemnification. If a claim is covered by the Indemnifying Partyindemnifying party’s liability insurance, the indemnified party, subject to a standard of commercial reasonableness, shall not take or omit to take any action which that would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each indemnified party obligated to indemnify shall give the other indemnifying party under this Agreement (the “Indemnifying Party”) shall have the right, by written prompt notice to the indemnified party, to assume the defense of any claim with respect to Claim for which the indemnified party indemnification is entitled to indemnification sought hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party The indemnifying party shall have the right to control said the defense and settlement of a Claim, at its sole expense, provided the indemnifying party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of the Claim, and the indemnified party shall reasonably cooperate in the investigation, defense and settlement of such Claim at the indemnifying party’s expense. Neither party will enter into any settlement agreement that attributes fault or negligence to the other party, requires any payment by the other party, or restricts the future actions or activities of the other party, without the other party’s prior written consent, which shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimunreasonably withheld. The Any indemnified party shall have the right to participate in in, but not control, the defense and settlement of a Claim and to employ separate legal counsel of its own choice; provided, however, that such claim being defended by the Indemnifying Party employment shall be at the expense of the indemnified party’s own expense, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall unless (i) the indemnified party settle any claim without employment thereof has been specifically authorized by the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; indemnifying party, or (ii) if the indemnifying party has failed to assume the defense and employ counsel (in which case the indemnified party shall control the defense and settlement of such Claim). The costs and expenses, including reasonable fees and disbursements of counsel, incurred by any indemnified party in connection with any Claim shall be reimbursed on a claim is covered monthly basis by the Indemnifying Party’s liability insurance, take or omit indemnifying party subject to take any action which would cause refund in the insurer event the indemnifying party is ultimately held not to defend such claim or be obligated to disclaim liability in respect thereofindemnify the indemnified party.

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 7 of notice of the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with respect to which the action, such indemnified party will, if a claim in respect thereof is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedmade against an indemnifying party under this Section 7, however, that notify the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified indemnifying party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent in writing of the indemnified party, to settle commencement thereof and generally summarize such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimaction. The indemnified indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim being defended with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any such suit and retain such counsel and if the indemnified party reasonably determines that a conflict exists between the indemnifying party and the indemnified party in such defense, the indemnifying party shall pay the reasonable fees and expenses of one additional counsel with respect to each such suit retained by the Indemnifying Party at indemnified party selected by the expense indemnified party (which selection shall be made by a majority in interest of the indemnifying Shareholder in the case of the Shareholder) and reasonably satisfactory to the indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified partyparty under this Section 7, but the Indemnifying Party shall omission so to notify the indemnifying party will not relieve such party of any liability that such party may have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the any indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with otherwise than under this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 7.

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 7 of notice of the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with respect to which the action, such indemnified party will, if a claim in respect thereof is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedmade against an indemnifying party under this Section 7, however, that notify the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified indemnifying party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent in writing of the indemnified party, to settle commencement thereof and generally summarize such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimaction. The indemnified indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim being defended with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any such suit and retain such counsel and if the indemnified party reasonably determines that a conflict exists between the indemnifying party and the indemnified party in such defense, the indemnifying party shall pay the reasonable fees and expenses of one additional counsel with respect to each such suit retained by the Indemnifying Party at indemnified party selected by the expense indemnified party (which selection shall be made by a majority in interest of the indemnifying Holders in the case of the Holders) and reasonably satisfactory to the indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified partyparty under this Section 7, but the Indemnifying Party shall omission so to notify the indemnifying party will not relieve such party of any liability that such party may have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the any indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with otherwise than under this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 7.

Indemnification Procedure. Any party obligated to indemnify In the event of any such claim against any MedCo Indemnitee or Alnylam Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other party under this Agreement (Party in writing of the “Indemnifying Party”) shall have the right, by written notice to claim once the indemnified partyParty learns of it, to assume and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party, at the indemnifying Party's reasonable request and expense, and may, at its option and expense, be represented in any claim with respect to which the indemnified party is entitled to indemnification hereundersuch action or proceeding. If the Indemnifying The indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party's written authorization. The indemnifying Party shall not settle any such claim without the Indemnitee's consent, unless such settlement requires only payments by the Indemnifying indemnifying Party’s insurer); (ii) so long as . Notwithstanding the Indemnifying foregoing, if the indemnifying Party is conducting such defense with reasonable diligencebelieves that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Sections 10.1 or 10.2 may apply, the Indemnifying indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to control said defense and be represented in any such action or proceeding by separate counsel at their expense; provided, that the indemnifying Party shall not be required responsible for payment of such expenses if the Indemnitees are ultimately determined to pay be entitled to indemnification from the fees or disbursements indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such exception(s) may apply. To the extent that an indemnification obligation hereunder results in payments to a Third Party which are described in Section 6.4.3, the provisions of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above Sections 10.1 through 10.3 shall be subject to the indemnified party, except if there provisions of Section 6.4.3 to the extent Section 6.4.3 is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofapplicable.

Indemnification Procedure. Any party obligated to indemnify Each Party shall promptly notify the other party under Party in writing of any Claim. Concurrent with the provision of notice pursuant to this Agreement (section, the “Indemnifying Party”) indemnified Party shall have the right, by written notice provide to the other Party copies of any complaint, summons, praecipe, subpoena or other court filings or correspondence related to such Claim and will give such other information with respect thereto as the other Party shall reasonably request. The indemnifying Party and indemnified party, Party shall meet to assume discuss how to respond to such Claim. Failure to provide prompt notice shall not relieve any Party of the duty to defend or indemnify except to the extent such failure materially prejudices the defense of any claim with respect matter. Each Party agrees that it will take reasonable steps to which minimize the burdens of the litigation on witnesses and on the ongoing business of the indemnified party is entitled Parties, including making reasonable accommodations to indemnification hereunderwitnesses’ schedules when possible and seeking appropriate protective orders limiting the duration and/or location of depositions. If The indemnified Party shall have the Indemnifying Party gives such written noticeCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, (i) such AS AMENDED. right to participate, at its own expense and with counsel of its choice, in the defense shall be conducted by counsel selected of any Claim or suit that has been assumed by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, indemnifying Party; provided however, that the indemnified party’s approval indemnifying Party shall not be required have no obligations with respect to counsel designated by any Losses resulting from the Indemnifying indemnified Party’s insurer); (ii) so long as the Indemnifying Party is conducting settlement of such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, Claim without the prior written consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the a “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner that imposes any restrictions or obligations on any indemnified party (a “Indemnified Party”) shall have without the rightother Party’s prior written consent or, by written notice if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Patents or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within [*] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within [*] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated (a) A Party that intends to indemnify the other party claim indemnification under this Agreement (Section 9 shall promptly notify the “Indemnifying Party”) indemnifying Party of any such claims in respect of which such Party intends to claim such indemnification, and if applicable such indemnifying Party shall have the right, by written notice to the indemnified party, to assume the defense of any claim thereof with respect counsel mutually satisfactory to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives Parties; provided that such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said retain its own counsel and, in case compensation for fees and expenses are not otherwise awarded, compensation for such reasonable costs shall be paid by such indemnifying Party provided such indemnifying Party is responsible for the defense thereof, if representation of such Party by the counsel retained by such indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Party and any other Party represented by such counsel. The indemnification provided for by this Section 9 shall not be required apply to pay the fees or disbursements amounts paid in settlement of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, if such settlement is effected without the consent of the indemnifying Party, which consent shall not be unreasonably withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the other Party under this Section 9.3 to the extent so prejudiced, but the omission so to deliver notice to such indemnifying Party shall not otherwise relieve it of any liability that it may have to such other Party. The indemnified partyParty shall cooperate fully with the other Party in the investigation of any such claim covered by this indemnification. (b) If Distributor receives a demand, claim, suit or proceeding subject to Insulet indemnification under Section 9.1(a)(iv), Distributor shall notify Insulet promptly in writing and give Insulet information, assistance and exclusive authority to evaluate, defend and settle such claim. Insulet shall then at its own expense and option, provided (i) settle the claim (which settlement shall include for Distributor the right to sell and use the Products pursuant to this Agreement); (ii) procure for Distributor the right to sell and use the Product pursuant to this Agreement; (iii) replace or modify the Product to avoid infringement; (iv) defend against such claim; or (v) remove the Product and indemnify and hold harmless Distributor. Should any court of competent jurisdiction hold in a final decision that the sale, manufacture, or use of such settlement involves only Product constitutes infringement, Insulet shall pay any costs and damages finally awarded against Distributor on the payment account of moneysuch infringement, and if the Indemnifying Party pays all amounts due use of such Product is enjoined, Insulet shall take one more of the actions under clauses (ii), (iii) or (v) above. Insulet reserves the right, at its sole option, to notify Distributor in connection with writing that as a result of a claim, suit or proceeding or threat of same in any given country, Distributor may not market or sell the Products in such country, effective as of such written notice, subject to full indemnification of Distributor. The foregoing states the entire and complete liability of Insulet for any patent infringement or claimed infringement by reason of such settlement andthe sale, as manufacture or use of the Products or any part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party This Section 9.3(b) shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than also apply in the event Insulet receives a claim, suit or proceeding relating to an actual or alleged infringement of a conflict claim of interest between the parties with respect to such claim a patent or defense). In no event shall (i) the indemnified party settle any claim without the consent an actual or alleged infringement or misappropriation of the Indemnifying a Third Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered Intellectual Property Right by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofProducts.

Indemnification Procedure. Any party obligated to indemnify the other party (i) The Person seeking indemnification under this Agreement Section 8.1 (the “Indemnified Party”) shall give to the Party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 8.1(a), such notice shall be given to the Stockholder Representative) of any third-party claim which may give rise to any indemnity obligation under this Section 8.1, and the Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any such claim with respect through counsel of its own choosing, by so notifying the Indemnified Party within fifteen (15) days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to which the indemnified party Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is entitled to indemnification hereundermaterially prejudiced by such failure. If the Indemnifying Indemnified Party gives such written notice, (i) desires to participate in any such defense shall be conducted by counsel selected assumed by the Indemnifying Party Party, it may do so at its sole cost and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (expense; provided, however, that the indemnified party’s approval shall not Indemnified Party will be required with respect entitled to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting participate in any such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any separate counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyIndemnifying Party if, but in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party shall have the right declines to control assume any such defense (or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The Parties agree to cooperate with each other than in connection with the event defense of a conflict any such claim. The Indemnifying Party will not, without the prior written consent of interest between the parties Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim or defense)and any related claim. In no event shall (i) the indemnified party settle any claim The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party so long as is not disputed by the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or within thirty (ii30) if a claim is covered by days after the Indemnifying Party’s liability insurancehaving received written notice thereof, take or omit has been resolved by a Law of a Governmental Body, by a settlement of the indemnification claim in accordance with Section 8.1(c)(i) or by agreement of the Indemnified Party and the Indemnifying Party (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 8.1(b), Purchaser will pay to take the Stockholder Indemnified Party promptly following such Resolution an amount in cash equal to the Losses of such Stockholder Indemnified Party as set forth in such Resolution, or (B) in the case of indemnification under Section 8.1(a), Purchaser will deliver evidence of such Resolution to the Stockholder Representative, whereupon the Stockholders, jointly or severally, will deliver to the Purchaser Indemnified Party an amount equal to the Losses of such Purchaser Indemnified Party as set forth in such Resolution. At the election of the Stockholder Representative, the amount to be delivered to the Purchaser Indemnified Party in accordance with the immediately preceding sentence may be deducted from the amounts owed under the Notes or the Earn-Out Payments, if any. Except as otherwise specifically provided in Section 8.1(d), the depletion of the amounts owed under the Notes or the Earn-Out Payments, if any, will not serve as a bar to recovery by the Purchaser Indemnified Parties from the Stockholders of any action which would cause indemnifiable Losses, and the insurer not Purchaser Indemnified Parties will be entitled to defend look directly to the Stockholders, jointly and severally, for any Losses in excess of the such claim or amounts, and such Losses will be the obligations of the Stockholders, jointly and severally, as provided in Section 8.1(a) and will be paid to disclaim liability in respect thereofthe applicable Purchaser Indemnified Party promptly following such Resolution.

Indemnification Procedure. Any party obligated to indemnify the other party (a) Whenever any claim arises for indemnification under this Agreement Agreement, the Person who has the right to be indemnified (the “Indemnified Party”) shall notify the Person who has the indemnification obligation (the “Indemnifying Party”) shall have the right, by written notice in writing as soon as practicable (but in any event prior to the indemnified party, time by which the interest of the Indemnifying Party will be materially prejudiced as a result of its failure to assume have received such notice) after the defense Indemnified Party has knowledge of the facts constituting the basis for such claim (the “Notice of Claim”). Such Notice of Claim shall specify all facts known to the Indemnified Party giving rise to such indemnification right and the amount or an assessment of the amount of the liability arising therefrom. (b) If the facts giving rise to any such indemnification shall involve any actual or threatened claim or demand by any third party (including an inquiry or audit by any Governmental Authority with respect to which any period in whole or in part prior to the indemnified party is entitled to indemnification hereunder. If date of this Agreement) against the Indemnifying Indemnified Party gives such written notice, (i) such defense shall be conducted by counsel selected or any possible claim or demand by the Indemnifying Indemnified Party and approved by the indemnified against any such third party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have (without prejudice to the right of the Indemnified Party to control said participate at its expense through counsel of its own choosing) defend such claim in the name of the Indemnified Party at the Indemnifying Party’s expense and through counsel of its own choosing (which counsel shall be reasonable acceptable to the Indemnified Party). The Parties shall cooperate in the defense or prosecution thereof and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after furnish such records, information and testimony and attend such conferences and discovery as reasonably requested in connection therewith. (c) Notwithstanding the Indemnifying Party has given Party’s obligation to assume and conduct the written notice provided defense of a claim for above to the indemnified party, except if there is a conflict indemnification with counsel of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of moneyits choice, the Indemnifying Party pays all amounts due in connection will not consent to the entry of any judgment or enter into any settlement with respect to a claim for indemnification without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) unless the judgment or by reason proposed settlement involves the payment of such settlement and, as part thereof, money damages and does not impose an injunction or other equitable relief upon the indemnified party is unconditionally released from all liability in respect Indemnified Party or any acknowledgment of such the validity of any claim. The indemnified party shall have Until the right to participate in Indemnifying Party assumes the defense of such a claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event indemnification arising out of a conflict third party claim, the Indemnified Party may defend against the third party claim in any manner it may deem reasonably appropriate; provided that in no event shall the Indemnified Party consent to the entry of interest between the parties any judgment or enter into any settlement with respect to such claim or defense). In no event shall (i) the indemnified third party settle any claim without the prior written consent of the Indemnifying Party so long as (such consent not to be unreasonably withheld). (d) At the time that the Indemnifying Party is conducting the defense thereof in accordance with makes any indemnification payment under this Agreement; or , the indemnification payment shall be adjusted such that the indemnification payment will result in the Indemnified Party receiving an amount equal to such indemnity payment, after taking into account (i) all national, state, and local income taxes that are actually payable by the Indemnified Party with respect to the receipt of such indemnity payment, and (ii) if a claim all national, state, and local income tax deductions allowable to the Indemnified Party for any items of loss and deduction for which the Indemnified Party is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofbeing indemnified.

Indemnification Procedure. Any (a) Each indemnified Party agrees to give the indemnifying Party written notice, as soon as is practicable, but in any event within thirty (30) days if possible, of any Losses or the discovery of fact upon which such indemnified party intends to base a request for indemnification under Section 14.1(a) or 14.1(b). (b) Each Party shall furnish promptly to the other Party copies of all papers and official documents received in respect of any Losses. The indemnified Party shall cooperate with the indemnifying Party, at the indemnifying Party’s expense, in providing witnesses and records necessary in the defense against any Losses. (c) With respect to any Losses relating solely to the payment of money damages and that will not result in the indemnified Party’s becoming subject to injunctive or other relief, contains an admission of guilt or other responsibility or liability or otherwise adversely affecting the business of the indemnified party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the indemnified Party hereunder, the indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such claim, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. (d) With respect to all other Losses, the indemnifying Party shall obtain the written consent of the indemnified Party, which shall not be unreasonably withheld, prior to ceasing to defend, settling, or otherwise disposing thereof. (e) The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party that is reached without the written consent of the indemnifying Party. (f) Except as provided above, the costs and expenses, including fees and disbursements of counsel, incurred by any indemnified Party in connection with any claim shall be reimbursed on a calendar quarter basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the other party under this Agreement (the “Indemnifying indemnified Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated The Parties’ indemnity obligations set forth in this Section 7 will be subject to indemnify and conditioned upon the other party Party seeking indemnity hereunder promptly notifying the indemnifying Party of any damages or losses for which indemnity is owed (“Indemnified Claim”), provided that, the failure to promptly notify the indemnifying Party of the Indemnified Claim will not relieve the indemnifying Party of its duties under this Agreement Section 7 unless the indemnifying Party is materially prejudiced by the delay. The indemnifying Party will assume exclusive control of the defense and settlement (the “Indemnifying Party”including all decisions relating to litigation, defense, and appeal) shall have the rightof any such Indemnified Claim; provided that, by written notice to without the indemnified partyParty’s prior written consent, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligencewithheld, the Indemnifying indemnifying Party shall have the right to control said defense and shall may not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only Indemnified Claim in a manner involving any remedy except for the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the money fully indemnified party is unconditionally released from all liability in respect of such claimhereunder. The indemnified party shall have Party will reasonably cooperate with the right to indemnifying Party, at the indemnifying Party’s expense, in its defense of the Indemnified Claim. The indemnified Party may participate in in, but not control, the defense of such claim being defended by the Indemnifying Party Indemnified Claim using attorneys of its choice and at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofits sole cost and expense.

Indemnification Procedure. Any Promptly after a party obligated seeking indemnification obtains knowledge of the existence or commencement of a Claim, the party to indemnify be indemnified will notify the other party under of the Claim in writing; provided however, that the indemnifying party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by this Agreement (failure to give notice. The indemnifying party will assume the “Indemnifying Party”) shall have sole control of defense and settlement of the right, by written notice Claim with counsel reasonably satisfactory to the indemnified party at the indemnifying party’s risk and expense; provided, to assume the defense of any claim with respect to which however, the indemnified party is entitled to indemnification hereundermay join in the defense and settlement of the Claim and employ counsel at its own expense, and will reasonably cooperate with the indemnifying party in the defense and settlement of the Claim. If The indemnifying party may not settle any Claim without the Indemnifying Party gives such indemnified party’s written notice, consent unless the settlement (ix) such defense shall be conducted by counsel selected by includes a release of all covered claims pending against the Indemnifying Party and approved indemnified party; (y) contains no admission of liability or wrongdoing by the indemnified party; and (z) imposes no obligations upon the indemnified party other than an obligation to stop using any infringing items. If both the indemnified party and the indemnifying party are named parties in any action relating to the Claim and the counsel chosen by the indemnifying party cannot represent both the indemnified party and indemnifying party due to any present or potential conflict in representing the interests of both of them, such approval not to be unreasonably withheld or delayed (provided, however, that then the indemnifying party will retain separate counsel for the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Licensee, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner that imposes any restrictions or obligations on Licensor, the ReGenX Licensors, or any indemnified party (an “Indemnified Party”) shall have the right, by without Licensor’s prior written notice consent or that grants any rights to the indemnified partyLicensed Patents or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within **** after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within **** after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 13 of notice of the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with respect to which the action, such indemnified party will, if a claim in respect thereof is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedmade against an indemnifying party under this Section 13, however, that notify the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified indemnifying party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent in writing of the indemnified party, to settle commencement thereof and generally summarize such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimaction. The indemnified indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim being defended by with the Indemnifying Party at approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the expense position of the Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 13, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Section 13. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, but consent to entry of judgment or enter into any settlement that does not include as an unconditional term thereof the Indemnifying Party shall have giving by the right claimant or plaintiff to control such defense (other than indemnified party a release from all liability in the event of a conflict of interest between the parties with respect to such claim or defense)litigation. In no event shall (i) the Each indemnified party settle any shall furnish such information regarding itself or the claim without the consent in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofand litigation resulting therefrom.

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 6 of notice of the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with respect to which the action, such indemnified party will, if a claim in respect thereof is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedmade against an indemnifying party under this Section 6, however, that notify the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified indemnifying party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent in writing of the indemnified party, to settle commencement thereof and generally summarize such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimaction. The indemnified indemnifying party shall have the right to participate in and to assume the defense of such claim, and shall be entitled to select counsel for the defense of such claim being defended by with the Indemnifying Party at the expense approval of the indemnified parties, which approval shall not be unreasonably withheld; provided, however, that the indemnified party may participate in such defense, and the indemnified parties collectively shall be entitled to retain a separate counsel for purposes of such action, at the indemnifying party's expense if a majority in interest of the indemnified parties conclude in good faith that representation of such indemnified parties by counsel selected by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnifying party and any or the indemnified parties. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 6, but the Indemnifying Party shall omission so to notify the indemnifying party will not relieve such party of any liability that such party may have the right to control such defense (any indemnified party other than under this Section 6. No indemnifying party, in the event defense of any such claim or litigation shall consent to entry of any judgment or enter into any settlement (i) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a conflict of interest between the parties with release from all liability in respect to such claim or defense). In no event shall litigation and (iii) the indemnified party settle any claim without except with the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insuranceeach indemnified party, take or omit to take any action which would cause the insurer consent shall not to defend such claim or to disclaim liability in respect thereofbe unreasonably withheld.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof. -8- 3.

Indemnification Procedure. Any The indemnities contained in this Article 10 shall be conditional on compliance with the terms and conditions set out in this Section 10.2. The indemnifying party obligated to indemnify shall defend, contest, or otherwise protect against any such Claims at its own cost and expense provided that within one (1) month after having obtained knowledge of the other party under this Agreement (the “Indemnifying Party”) shall have the right, by assertion of such Claims written notice is given, of any Claims for which indemnification might be claimed. The indemnified party may, but shall not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party shall be entitled to control the defense unless the indemnified party, to assume party has relieved the defense of any claim indemnifying party from liability with respect to which the particular matter. If the indemnifying party fails to timely and diligently defend, contest, or otherwise protect against any such Claims, the indemnified party is entitled to indemnification hereunder. If may, but shall not be obligated to, defend, contest, or otherwise protect against the Indemnifying Party gives such written noticesame, (i) such defense shall be conducted by counsel selected by and make any compromise or settlement thereof and recover the Indemnifying Party and approved by costs thereof from the indemnified indemnifying party, including reasonable legal fees and costs and disbursements, and all amounts paid as a result of such approval not to be unreasonably withheld Claims or delayed (the compromise or settlement thereof, provided, however, that if the indemnifying party undertakes the timely and diligent defense of such matter, the indemnified party’s approval party shall not be required with respect entitled to counsel designated by recover from the Indemnifying Party’s insurer); (ii) so long indemnifying party for its costs incurred in the defense thereof. The indemnified party shall cooperate and provide such assistance as the Indemnifying Party is conducting such indemnifying party may reasonably request in connection with the defense with reasonable diligence, of the Indemnifying Party shall have the right matter subject to control said defense and indemnification. The indemnifying party shall not be required to pay the fees settle or disbursements of compromise any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, Claim without the prior written consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party which consent shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofbe unreasonably withheld.

Indemnification Procedure. Any (a) A claim for indemnification for any matter may be asserted by notice to the party obligated to indemnify from whom indemnification is sought, “Indemnified Party.” Such claimant shall notify the other party under this Agreement (the party, “Indemnifying Party”) shall have the right, by written notice ,” in writing as soon as practicable after it has knowledge of an indemnification claim. Subject to the indemnified party, rights of or duties to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld insurer or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceother third person having liability therefor, the Indemnifying Party shall have the right promptly after receipt of such notice to assume the control said defense and shall not be required to pay of the fees defense, compromise or disbursements settlement of any such action, suit, proceeding, claim, liability, demand or assessment, including, at their own expense, employment of counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above satisfactory to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the an Indemnified Party. The Indemnifying Party shall have thirty (30) days in which to pay the right, without indemnification claim in full. In the consent of the indemnified party, to settle such claim, provided event that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due disputes such claim for indemnification, the Indemnified Party must object to the indemnification claim within fifteen (15) days of its receipt of the written claim. If the parties are unable to resolve the dispute in connection with an amicable manner within thirty (30) days of the purported dispute, the parties agree to submit the issue to mediation under the Commercial Mediation Rules of the American Arbitration Association. The mediator shall not have authority to impose a settlement upon the parties, but will attempt to help them reach a satisfactory resolution of the disagreement. The mediator shall end the mediation whenever, in his judgment, further efforts at mediation would not contribute to a resolution of the submitted disagreement. (b) If the issue is not resolved pursuant to the mediation process set forth above, the parties agree to submit the issue to binding arbitration administered in Harrisburg, Pennsylvania by the American Arbitration Association under its Commercial Arbitration Rules (or by reason such other commercial arbitration service and its rules as may be agreed to by the parties at that time) in effect at the time the controversial claim is submitted to binding arbitration, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (c) The arbitration shall be conducted by a panel of such settlement and, as part thereofthree arbitrators. Each party shall select one arbitrator and agree upon a third within fifteen (15) days of the date of the demand for arbitration. In the event that the parties are unable to timely agree on the third arbitrator, the indemnified party is unconditionally released from all liability in respect two selected arbitrators shall select a third arbitrator within fifteen (15) days of such claimthe parties’ impasse. The indemnified arbitrator shall be neutral and have no past or present governance or financial relationship with any of the parties to this Agreement. Reasonable discovery shall be allowed in arbitration. The arbitration shall commence within five (5) days after the selection of the arbitration panel. Each party shall have attend the right arbitration through at least two individuals having the authority to participate in the defense negotiate on behalf of such claim being defended that party. The arbitration shall be completed within forty-five (45) days of commencement. Unless otherwise agreed to by the Indemnifying Party at parties, it shall be conducted pursuant to the expense rules of the indemnified party, but the Indemnifying Party American Arbitration Association. The arbitration panel shall have the right to control such defense issue a binding written decision within ten (other than in the event 10) working days of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent final adjournment of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofarbitration.

Indemnification Procedure. Any (i) A party obligated seeking indemnification hereunder (an “Indemnified Party”) shall give notice thereof to indemnify the other party under this Agreement from whom indemnification is required (the an “Indemnifying Party”) as promptly as practicable, provided that the rights of the Indemnified Party shall not be affected by any delay in providing such notice except to the extent that the Indemnified Party is actually prejudiced thereby. (ii) Upon receipt of a notice of indemnification arising pursuant to Section 10.02(a) or (c), the Indemnifying Party shall have 20 days in which to dispute the rightclaim asserted by sending written notice thereof to Indemnified Party (a “Dispute Notice”). An Indemnifying Party shall not be entitled to dispute a claim based on a final judgment or order of a court of competent jurisdiction. If no Dispute Notice is received prior to the expiration of the 20-day period, the Indemnified Party shall be entitled to receive full payment of the amount of the claim, subject to the limitations set forth in Sections 10.02(b) and (g). If a Dispute Notice is received prior to the expiration of the 20-day period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith to resolve the dispute. Upon resolving the dispute, the Indemnified Party shall be entitled to receive the amount agreed upon, subject to the limitations set forth in Sections 10.02(b) and (g). If the Indemnified Party and the Indemnifying Party are unable to resolve the dispute within 30 days of the receipt of the Dispute Notice, the dispute shall be submitted to arbitration. Such arbitration shall be conducted according to the applicable rules of the American Arbitration Association and shall take place in New York, New York before a single arbitrator, who shall be jointly designated by the Indemnified Party and the Indemnifying Party, or, if they are unable to agree within 10 days after the dispute is submitted to arbitration, by written notice the American Arbitration Association. The decision of the arbitrator shall be final and binding upon the parties hereto. (iii) With respect to the indemnified any claim, demand, action, suit, proceeding or investigation involving an Indemnified Party and a third party, to assume the defense including any Taxing authority or other Governmental Authority, in respect of any claim with respect to which the indemnified party Indemnified Party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceindemnification, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partyparticipate in, except if there is a conflict of interest between the parties and, with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld unless it shall adversely affect the Indemnified Party’s business, to settle control the defense of any such claim, provided that such settlement involves only claim with counsel reasonably acceptable to the payment of money, Indemnified Party at the Indemnifying Party pays all amounts due Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with or by reason such defense. No settlement of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to any such claim or defense). In no event payment in connection with any such settlement shall (i) the indemnified party settle any claim be made without the prior consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer consent shall not to defend such claim or to disclaim liability in respect thereofbe unreasonably withheld.

Indemnification Procedure. Any Promptly after receipt by the indemnified party obligated of notice of any action, proceeding, claim, or potential claim (any of which is hereinafter individually referred to indemnify the other party under this Agreement (the as a “Indemnifying PartyClaim”) which could give rise to a right to indemnification hereunder, the indemnified party shall give the indemnifying party written notice describing the Claim in reasonable detail, along with copies of any correspondence, court papers, or other writings setting forth the Claim. The indemnifying party shall have the right, at its option, to take over responsibility for the defense or settlement of the Claim, at its own expense and by written notice counsel of its own selection. The indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense and/or settlement of any such Claim. If the indemnifying party takes over the defense of the Claim, the indemnified party shall have the right, at their own expense, to participate in the defense of such Claim. The indemnifying party shall not enter into any settlement with respect to such Claim without the indemnified party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the indemnifying party shall decline to take over the defense of the Claim, the indemnified party shall have the right to assume the defense of any claim with respect the Claim and to which resolve the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written noticeClaim as it finds appropriate, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (in its reasonable opinion; provided, however, that the indemnified party’s approval party shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of enter into any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties settlement with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, Claim without the indemnifying party ‘s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. In the event it is ultimately determined that the Claim in fact is covered by the indemnification provisions under Section 6.2 of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereofthis Agreement, the indemnified party is unconditionally released shall be entitled to recover from all liability the indemnifying party as provided in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 6.2.

Indemnification Procedure. Any party obligated will notify the other parties if that party has knowledge of the basis for any claim to indemnify which the indemnification obligations in this Exhibit B apply. Promptly after receipt by a party (the Indemnified Party) of notice of any claim by a third party or otherwise that might give rise to indemnification hereunder, the Indemnified Party shall notify the other party under this Agreement (the “Indemnifying Party”) shall have in writing specifying, in reasonable detail, the right, by written notice nature and amount of the claim and including supporting documentation to the indemnified partyextent available. The Indemnifying Party shall be entitled to assume and have sole control of the defense and settlement of such action or claim and shall notify the Indemnified Party whether or not it will assume such control within ten (10) days after receipt of the Indemnified Party's notice; provided, however, that: c. The right to assume and have sole control shall not apply to claims seeking an injunction, restraining order, declaratory relief or other non-monetary relief against the Indemnified Party. d. The Indemnified Party shall be entitled to participate in the defense of the claim and, in connection therewith, to employ counsel at its own expense. e. Without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that requires any action other than the payment of money. f. If the Indemnifying Party elects to assume control of the defense of any claim action in accordance with respect the foregoing provisions, (i) the Indemnifying Party shall not be liable to which the indemnified party is entitled to indemnification hereunderIndemnified Party for any legal fees, costs and expenses incurred by the Indemnified Party in connection with the defense thereof and (ii) the Indemnified Party shall fully cooperate with the Indemnifying Party in such defense. If the Indemnifying Party gives such written notice, (i) such does not assume control of the defense shall be conducted by counsel selected by of the Indemnifying Party and approved by claim in accordance with the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceforegoing provisions, the Indemnifying Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partydefend such claim, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) in which case the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays pay all amounts due in connection with or by reason reasonable costs and expenses of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimdefense. The indemnified party Indemnified Party shall conduct such defense in good faith and shall have the right to participate in settle the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties matter with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance's prior written consent, take or omit to take any action which would cause consent shall not be unreasonably withheld. g. For purposes of the insurer not to defend such claim or to disclaim liability indemnification obligations hereunder, the decision of a majority in respect thereofinterest of the Significant Shareholders shall bind all of the Significant Shareholders.

Indemnification Procedure. Any party obligated Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to indemnify the other party under this Agreement (the “Indemnifying Party”. Such notice by the Indemnified Party shall: (a) shall have describe the rightclaim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the indemnified partyIndemnified Party, to may assume the defense of any claim such Action with respect counsel reasonably satisfactory to which the indemnified party is entitled to indemnification hereunderIndemnified Party. If the Indemnifying The Indemnified Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right entitled to participate in the defense of any such claim being defended by Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party at does not assume the expense defense of any such Action, the indemnified partyIndemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Parties shall have cooperate with each other in all reasonable respects in connection with the right defense of any claim, including: (i) making available (subject to control the provisions of Section 4.01) records relating to such defense claim; and (ii) furnishing, without expense (other than in reimbursement of actual out-of-pocket expenses) to the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent defending party, management employees of the Indemnifying Party so long non-defending party as may be reasonably necessary for the Indemnifying Party is conducting preparation of the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend of such claim or to disclaim liability in respect thereofclaim.

Indemnification Procedure. Any party obligated The parties’ obligation to indemnify is subject to the other conditions that the party under this Agreement with the obligation to indemnify (the “Indemnifying Party”) shall have is given prompt notice of any such claims and is given primary control of and all reasonably requested assistance (at the right, by written notice to the indemnified other party, to assume ’s cost) for the defense of such claims (with counsel reasonably satisfactory to the party being indemnified (“Indemnified Party”), provided that the Indemnified Party shall under no circumstances be required to admit liability, and provided further that any claim delay in notification shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the delay materially impairs its ability to indemnify. Without limiting the foregoing, the Indemnified Party may participate in the defense at its own expense and with its own counsel; provided that if the Indemnified Party reasonably concludes that the Indemnifying Party has conflicting interests or different defenses available with respect to which such claim, the indemnified party is entitled reasonable fees and expenses of one counsel to indemnification hereunder. If the Indemnifying Indemnified Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated borne by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the . The Indemnifying Party shall have not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the right to control said defense and part of the Indemnified Party or which would otherwise adversely affect the Indemnified Party without the Indemnified Party’s prior written consent (which shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the unreasonably withheld). The Indemnifying Party shall have keep the right, without the consent Indemnified Party advised of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense status of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting claims and the defense thereof and shall consider in accordance with this Agreement; or (ii) if a claim is covered good faith the recommendations made by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in Indemnified Party with respect thereofthereto.

Indemnification Procedure. Any party obligated to indemnify the other party (i) The Person seeking indemnification under this Agreement Section 5.3 (the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) shall prompt written notice of any third-party claim which may give rise to any indemnity obligation under this Section 5.3, and the Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any such claim with respect through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to which the indemnified party Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is entitled to indemnification hereundermaterially prejudiced by such failure. If the Indemnifying Indemnified Party gives such written notice, (i) desires to participate in any such defense shall be conducted by counsel selected assumed by the Indemnifying Party Party, it may do so at its sole cost and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (expense; provided, however, that the indemnified party’s approval shall not Indemnified Party will be required with respect entitled to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting participate in any such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any separate counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyIndemnifying Party if, but in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party shall have the right declines to control assume any such defense (or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other than in connection with the event defense of a conflict any such claim. The Indemnifying Party will not, without the prior written consent of interest between the parties Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim or defense)and any related claim. In no event shall (i) the indemnified party settle any claim The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party so long as is not disputed by the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by within 20 days after the Indemnifying Party’s liability insurancehaving received written notice thereof, take or omit has been resolved by a Law of a Governmental Entity, by a settlement of the indemnification claim in accordance with Section 5.3(c)(i), or by agreement of the Indemnified Party and the Indemnifying Party (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 5.3(b), Holdings will pay to take the Unitholder Indemnified Party promptly following such Resolution an amount equal to the Losses of such Unitholder Indemnified Party as set forth in such Resolution, or (B) in the case of indemnification under Section 5.3(a), Holdings will offset against the Stock Consideration (by the forfeiture of Holdings Shares proportionally by the Unitholders) an amount equal to the Losses of the Holdings Indemnified Party as set forth in such Resolution; provided, that if the amount of such Losses exceeds the amounts to be due (and not previously offset as provided herein), then any action which would cause such excess shall be the insurer not obligation of the Unitholder and shall be paid to defend such claim or to disclaim liability in respect thereofHoldings Indemnified Party promptly following such Resolution.

Indemnification Procedure. Any party obligated to indemnify the other party (i) The Person seeking indemnification under this Agreement Section 6.3 (the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 6.3(a), such notice shall be given to the Stockholders’ Agent) of any third-party claim which may give rise to any indemnity obligation under this Section 6.3, and the Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any such claim with respect through counsel of its own choosing, by so notifying the Indemnified Party within ten (10) days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to which the indemnified party Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is entitled to indemnification hereundermaterially prejudiced by such failure. If the Indemnifying Indemnified Party gives such written notice, (i) desires to participate in any such defense shall be conducted by counsel selected assumed by the Indemnifying Party Party, it may do so at its sole cost and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (expense; provided, however, that the indemnified party’s approval shall not Indemnified Party will be required with respect entitled to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting participate in any such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any separate counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyIndemnifying Party if, but in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party shall have the right declines to control assume any such defense (or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other than in connection with the event defense of a conflict any such claim. The Indemnifying Party will not, without the prior written consent of interest between the parties Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim or defense)and any related claim. In no event shall (i) the indemnified party settle any claim The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party so long as is not disputed by the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or within thirty (ii30) if a claim is covered by days after the Indemnifying Party’s liability insurancehaving received written notice thereof, take or omit has been resolved by a Law of a Governmental Entity, by a settlement of the indemnification claim in accordance with Section 6.3(c)(i) or by agreement of the Indemnified Party and the Indemnifying Party (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 6.3(b), the Buyer will pay to take the Stockholder Indemnified Party promptly following such Resolution an amount in cash equal to the Losses of such Stockholder Indemnified Party as set forth in such Resolution, or (B) in the case of indemnification under Section 6.3(a), the Buyer will deliver evidence of such Resolution to the Stockholders’ Agent, whereupon the Stockholders’ Agent will deliver to the Buyer Indemnified Party an amount equal to the Losses of such Buyer Indemnified Party as set forth in such Resolution. At the election of the Stockholders’ Agent, the amount to be delivered to the Buyer Indemnified Party in accordance with the immediately preceding sentence may be deducted from the second tranche of the Stock Issuance or Earn-Out Payments (if and only to the extent such amount has been earned) on a pro rata basis among the Stockholders determined in accordance with the allocation set forth in Section 1.2(b) of the Company Disclosure Schedule. In addition, at the election of the Stockholders’ Agent, the amount to be delivered to the Buyer Indemnified Party may be partially or fully satisfied out of any action which would cause cash or Buyer Common Stock received by the insurer not Stockholders. If the Stockholders’ Agent elects to defend such claim indemnify the Buyer using Buyer Common Stock previously issued to it, the value of the Buyer Common Stock shall be (A) the value determined under Section 1.1(c)(iv) if the Buyer Common Stock was issued more than twelve (12) months prior to the stock return date, and (B) the value as of the date of the issuance to the Stockholders with respect to the Stock Issuance or Earn-Out Payments, as the case may be, if the Buyer Common Stock was issued less than twelve (12) months prior to disclaim liability in respect thereofthe stock return date.

Indemnification Procedure. Any party obligated to indemnify the other party (i) The Person seeking indemnification under this Agreement Section 5.3 (the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) shall prompt written notice of any third-party claim which may give rise to any indemnity obligation under this Section 5.3, and the Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any such claim with respect through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to which the indemnified party Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is entitled to indemnification hereundermaterially prejudiced by such failure. If the Indemnifying Indemnified Party gives such written notice, (i) desires to participate in any such defense shall be conducted by counsel selected assumed by the Indemnifying Party Party, it may do so at its sole cost and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (expense; provided, however, that the indemnified party’s approval shall not Indemnified Party will be required with respect entitled to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting participate in any such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any separate counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyIndemnifying Party if, but in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party shall have the right declines to control assume any such defense (or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other than in connection with the event defense of a conflict any such claim. The Indemnifying Party will not, without the prior written consent of interest between the parties Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim or defense)and any related claim. In no event shall (i) the indemnified party settle any claim The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party so long as is not disputed by the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by within 20 days after the Indemnifying Party’s liability insurancehaving received written notice thereof, take or omit has been resolved by a Law of a Governmental Entity, by a settlement of the indemnification claim in accordance with Section 5.3(c)(i), or by agreement of the Indemnified Party and the Indemnifying Party (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 5.3(b), Holdings will pay to take the Unitholders Indemnified Party promptly following such Resolution an amount equal to the Losses of such Unitholders Indemnified Party as set forth in such Resolution, or (B) in the case of indemnification under Section 5.3(a), Holdings will offset against the Stock Consideration (by the forfeiture of Holdings Shares proportionally by the Unitholders) an amount equal to the Losses of the Holdings Indemnified Party as set forth in such Resolution; provided, that if the amount of such Losses exceeds the amounts to be due (and not previously offset as provided herein), then any action which would cause such excess shall be the insurer not obligation of the Unitholders and shall be paid to defend such claim or to disclaim liability in respect thereofHoldings Indemnified Party promptly following such Resolution.

Indemnification Procedure. Any In the event of any third-party obligated claim giving rise to indemnify an indemnity obligation under Sections 2.2 or 2.3, the other indemnified party under this Agreement shall promptly notify the indemnifying party of such claim. Thereafter: (a) The indemnifying party will undertake the “Indemnifying Party”defense thereof by representatives of the indemnifying party's own choosing. The indemnified party may, at its sole option and expense, elect to participate in such defense, but the indemnifying party shall assume the direction and control of such defense. The indemnified party will, at its expense, assist in and cooperate with the indemnifying party and its agents and insurers in the defense of any such claim. (b) shall have In the rightevent that the indemnifying party, by written within a reasonable time after notice of any such claim, fails to defend, the indemnified party will (upon further notice to the indemnified indemnifying party) have the right to undertake the defense, compromise or settlement of such claim for the account of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. (c) Anything in this Section 2.4 to the contrary notwithstanding, the indemnifying party shall not, without the indemnified party's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to which any claim; provided, that the indemnifying party may, without the indemnified party's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to any claim that requires solely money damages paid by the indemnifying party and that includes as an unconditional term thereof the release of the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld plaintiff or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released claimant from all liability in respect of such claim. The indemnified party . (d) Notwithstanding anything to the contrary herein, Sections 2.2 and 2.3 and this Section 2.4 shall have survive for one year after the right to participate in the defense date of such claim being defended by the Indemnifying Party at the expense expiration or early termination of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with Transition Services provided under this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 8 of notice of the “Indemnifying Party”) commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing, of the commencement thereof and generally summarize the action. The indemnifying party shall have the right, by written notice right to the indemnified party, participate in and to assume the defense of any that claim; provided that the indemnifying party shall be entitled to select counsel for the defense of the claim with respect to which the indemnified party is approval of any parties entitled to indemnification hereunder. If the Indemnifying Party gives such written noticeindemnification, (i) such defense which approval shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimdelayed. The indemnified party shall have the right to participate at its own expense in the defense of any such claim being defended by action; provided that if either party reasonably determines that there may be a conflict between the Indemnifying Party at the expense position of the indemnified party and indemnifying party in conducting the defense of the action, suit, or proceeding, then counsel for that indemnified party shall be entitled, at the indemnifying party’s expense, to conduct the defense of that indemnified party to the extent reasonably determined by counsel to be necessary to protect the interests of that party. The failure to notify an indemnifying party promptly of the commencement of any action, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 8, but the Indemnifying Party omission to notify the indemnifying party shall not relieve the party of any liability that the party may have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the any indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with otherwise than under this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 8.

Indemnification Procedure. Any party obligated to indemnify An Indemnified Party shall promptly notify the other party under this Agreement Party from whom it is seeking indemnification (the “"Indemnifying Party”") shall have the right, by written notice to the indemnified party, to assume the defense upon becoming aware of any claim a Third-Party Claim with respect to which the indemnified party Indemnifying Party is entitled obligated to provide indemnification hereunderunder this Article 8 ("Indemnified Claim"). The Indemnifying Party shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel of its own choosing, and the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith, in each case at the Indemnifying Party's sole cost and expense. The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Indemnified Claim without such Indemnified Party's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Indemnifying Party gives fails or refuses to assume control of the defense of such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceIndemnified Claim, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Indemnified Party shall have the right, without the consent of the indemnified partybut no obligation, to settle defend against such claimIndemnified Claim, provided that including settling such settlement involves only Indemnified Claim after giving notice to the payment of moneyIndemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. The Indemnified Party's failure to perform any obligation under this Section 8.3 shall not relieve the Indemnifying Party pays all amounts due in connection of its obligations under this Article 8, including with or by reason of such settlement andrespect to any Losses, as part thereof, except to the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by extent that the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of can demonstrate that it has been materially prejudiced as a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect result thereof.

Indemnification Procedure. Any party obligated person entitled to indemnify the other party under this Agreement indemnification hereunder will (the “Indemnifying Party”a) shall have the right, by give prompt written notice to the indemnified party, to assume the defense indemnifying party of any claim with respect to which it seeks indemnification, provided that the failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent the indemnifying party is entitled to indemnification hereunder. If the Indemnifying Party gives actually prejudiced by such written notice, failure; and (ib) unless in such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnified party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to assume the defense of a claim, will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or defense; and (iii) it being understood that the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified indemnifying party shall have not be liable for the right to participate in the defense expenses of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other more than one separate counsel in the event of a the conflict of interest between the parties with respect to such claim or defensesituation described in this sentence). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any In the event that either party obligated to indemnify this Agreement is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, the liabilities for which, or the costs or expenses of which, are Damages (a "Claim"), such party (the "Indemnified Party") shall give the other party under this Agreement (the “"Indemnifying Party”") prompt notice thereof. The Indemnifying Party shall have the right, by written notice to the indemnified party, be entitled to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If such Claim, provided that counsel for the Indemnifying Party gives Party, who shall conduct the defense of such written noticeclaim or litigation, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may assume or participate in such defense at such party, such approval not to be unreasonably withheld or delayed ('s expense; provided, however, that the indemnified party’s approval Indemnifying Party shall not be required with respect to pay such expense, including the expenses of separate counsel, if representation of the Indemnified Party by counsel designated retained by the Indemnifying Party’s insurer); (ii) so long Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article VII unless the failure to give such notice is conducting materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged such claim or litigation shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the indemnified party for services rendered after the Indemnifying claimant or plaintiff to such Indemnified Party has given the written notice provided for above to the indemnified party, except if there is of a conflict of interest between the parties with full release from all liability in respect to such claim or defense; and (iii) the litigation. No Indemnifying Party shall have the right, without the consent of the indemnified party, be required to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying indemnify any Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to any settlement entered into without such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer 's prior written consent (not to defend such claim or to disclaim liability in respect thereofbe unreasonably withheld).

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 2.6 of notice of the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any action which may give rise to a claim with respect to which the for indemnification hereunder, such indemnified party will, if a claim in respect thereof is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedmade against an indemnifying party under this Section 2.6, however, that notify the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified indemnifying party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent in writing of the indemnified party, to settle commencement thereof and generally summarize such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimaction. The indemnified indemnifying party shall have the right to participate in and to assume the defense of such claim, and shall be entitled to select counsel for the defense of such claim being defended by with the Indemnifying Party at approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. Notwithstanding the expense of foregoing, the indemnified party, but the Indemnifying Party parties entitled to indemnification shall have the right to control such defense employ separate counsel (other than reasonably satisfactory to the indemnifying party) to participate in the event defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are conflicting interests between the indemnified parties and the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties; it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for all indemnified parties, which counsel shall be designated in writing by the holder of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent majority of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofRegistrable Securities).

Indemnification Procedure. Any In any case in which indemnification is sought hereunder: 15.3.1 At the indemnifying party’s option, the indemnifying party obligated may assume the handling, settlement or defense of any such claim or litigation. If the indemnifying party assumes the handling, settlement or defense of any such claim or litigation, the party to indemnify the other party under this Agreement (the “Indemnifying Party”) be indemnified shall have the right, by written notice to the indemnified party, to assume cooperate in the defense of any such claim with respect to which or litigation, and the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified indemnifying party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties obligation with respect to such claim or defense; litigation shall be limited to holding the indemnified party harmless from any final judgment rendered on account of such claim or settlement made or approved by the indemnifying party in connection therewith, and (iii) the Indemnifying Party shall have the right, without the consent expenses and reasonable attorneys fees of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due party incurred in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended or litigation prior to the assumption thereof by the Indemnifying Party at indemnifying party and any reasonable out-of-pocket expenses for performing such acts as the expense indemnifying party shall request. If the indemnifying party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying party shall, in addition to holding the indemnified party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable attorneys fees of the indemnified party, but party incurred in connection with the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to any such claim or defense)litigation; and 15.3.2 The party seeking indemnification shall fully cooperate with the reasonable requests of the other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim. In no event The indemnifying party shall (i) not consent to the entry of any final judgment in any action without the indemnified party settle any claim without party’s prior written approval except, in the case where Licensor is the indemnifying party, where such consent of involves the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer agreement not to defend such claim or to disclaim liability in respect thereoffurther exploit an Included Program.

Indemnification Procedure. Any party obligated to indemnify In the event of any such claim against any Vir Indemnitee or Alnylam Indemnitee, the indemnified Party shall promptly notify the other party under this Agreement (Party in writing of the “Indemnifying Party”) shall have the right, by written notice to claim once the indemnified partyParty learns of it, to assume and the indemnifying Party shall manage and control, at its sole expense, the defense of any the claim and its settlement. The indemnified Party shall cooperate with respect to which the indemnifying Party, at the indemnifying Party’s reasonable request and expense, in the preparation and defense of the claim, and may, at the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written noticeParty’s option and expense, (i) such defense shall be conducted represented by counsel selected of its own choosing in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by the Indemnifying Party and approved by any the indemnified partyParty without the indemnifying Party’s prior written authorization. The indemnifying Party shall not settle any such claim without the indemnified Party’s consent, such approval not to be unreasonably withheld withheld, conditioned, or delayed (provideddelayed, however, that unless such settlement requires only payments by the indemnifying Party and no admission of wrong-doing or fault by the indemnified party’s approval shall not be required with respect Party. Notwithstanding the foregoing, if the indemnifying Party reasonably believes that any of the exceptions to counsel designated by its obligation of indemnification of the Indemnifying Party’s insurer); (ii) so long as the Indemnifying indemnified Party is conducting such defense with reasonable diligenceset forth in Section 12.1 may apply, the Indemnifying indemnifying Party shall promptly notify the indemnified Party, which shall then have the right to control said defense and be represented in any such action or proceeding by separate counsel at its own expense; provided, that the indemnifying Party shall not be required to pay the fees or disbursements responsible for payment of any counsel engaged by such expenses if the indemnified party Party is ultimately determined to be entitled to indemnification from the indemnifying Party for services rendered after the Indemnifying matters to which the indemnifying Party has given the written notice provided for above to notified the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (iexception(s) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofmay apply.

Indemnification Procedure. Any party obligated Upon receipt by an Indemnified Party of actual notice of an action against such Indemnified Party with respect to indemnify the other party under which indemnity may be sought, such Indemnified Party shall promptly notify Cortelco Holding in writing; provided that failure so to notify Cortelco Holding will not relieve Cortelco Holding from any liability which Cortelco Holding may have on account of this Agreement (the “Indemnifying Party”) shall have the rightindemnity or otherwise, by written notice except to the indemnified partyextent Cortelco Holding will have been materially prejudiced by the failure to be notified. Cortelco Holding will, to if requested by the Indemnified Party, assume the defense of any claim with respect action including the employment of counsel reasonably satisfactory to which the indemnified party is entitled Indemnified Party. Any Indemnified Party has the right to indemnification hereunderemploy separate counsel in any action and participate in the defense. If the Indemnifying Party gives The reasonable and documented fees of such written notice, separate counsel will be paid by Cortelco Holding only if (i) such Cortelco Holding has failed to assume the defense shall be conducted by and to employ counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any special counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is reasonably determines that a conflict of interest between the parties with respect to such claim or defense; exists which makes representation by counsel chosen by Cortelco Holding not advisable, and (iii) the Indemnifying Party shall have the rightCortelco Holding has failed, without the consent of the indemnified partyafter written notice, to settle promptly rectify such claim, provided that such settlement involves only conflict of interest. Cortelco Holding will not be liable for the payment fees and expenses of money, the Indemnifying Party pays more than one separate counsel for all amounts due Indemnified Parties in connection with any one action or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate separate but similar related actions in the defense of such claim being defended by the Indemnifying Party at the expense same jurisdiction arising out of the indemnified partysame general allegations or circumstances. Cortelco Holding will not be liable for any settlement of any action (or for any related losses, but the Indemnifying damages, liabilities or expenses) effected by an Indemnified Party shall have the right to control without such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofwritten consent.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner that imposes any restrictions or obligations on any indemnified party (an “Indemnified Party”) shall have without the rightother Party’s prior written consent or, by written notice if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. Upon the Indemnifying Party’s reasonable request, the Indemnified Parties will reasonably cooperate with the Indemnifying Party in the defense and settlement of any such claim, at the Indemnifying Party’s cost and expense. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within * * * after notice thereof, then the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of an Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within * * * after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any party obligated to indemnify Each Party will notify the other party under Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Agreement Agreement, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by in writing and the Indemnifying Party and approved by Indemnified Party shall meet to discuss how to respond to any claims that are the indemnified party, subject matter of such approval not to be unreasonably withheld or delayed (provided, however, that proceeding. The Indemnified Party shall cooperate fully with the indemnified party’s approval Indemnifying Party in defense of such matter. [**]. The Indemnifying Party shall not be required liable for any settlement of any proceeding effected without its written consent, but, if settled with respect to counsel designated by such consent or if there be a final judgment for the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceplaintiff, the Indemnifying Party shall have agrees to indemnify the right to control said defense Indemnified Party from and shall not be required to pay the fees against any loss or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or liability by reason of such settlement andor judgment. The Indemnifying Party shall not, as part thereofwithout the written consent of the Indemnified Party, effect any settlement of any [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the indemnified Commission. pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party is unconditionally released and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability in respect on claims that are the subject matter of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofproceeding.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Sections 9.1 or 9.2 (the “Indemnified Party”), it shall inform the other party under this Agreement Party (the “Indemnifying Party”) shall have in writing of the right, by written notice Claim giving rise to the indemnified party, obligation to assume indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderClaim. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the The Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay the fees or disbursements of any counsel engaged by such Claim for which it is obligated to indemnify the indemnified party for services rendered after Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party has given and the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) Indemnifying Party’s insurer as the Indemnifying Party shall have the rightmay reasonably request, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, and at the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimParty’s cost and expense. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Indemnified Party shall have the right to control such defense (other than participate, at its own expense and with counsel of its choice, in the event defense of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s liability insurancewritten consent, take which consent shall not be unreasonably withheld or omit delayed. The Indemnifying Party may not settle any Claim without the prior written consent of the Indemnified Party, such consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Indemnifying Party shall not be required to take any action which would obtain such consent if the settlement: (a) involves only the payment of money and does not cause the insurer Indemnified Party to be subject to any non-indemnified liability or injunctive or other similar type of relief; (b) does not require an admission by the Indemnified Party; and (c) does not adversely affect the intellectual property rights Controlled by, or the rights or licenses granted under this Agreement to, the Indemnified Party (or its Affiliate). If the Parties cannot agree as to defend the application of Section 9.1 or 9.2 as to any Claim, pending resolution of the dispute pursuant to Section 11.7, 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 9.1 or to disclaim liability in respect thereof9.2 upon resolution of the underlying Claim.

Indemnification Procedure. Any (a) Each party obligated entitled to indemnify the other party indemnification under this Agreement Article 6 (the “Indemnified Party”) will give notice to the party required to provide indemnification (the “Indemnifying Party”) shall have promptly after that Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and, if the rightIndemnifying Party acknowledges its liability hereunder, by written notice to will permit the indemnified party, Indemnifying Party to assume the defense of any claim or any litigation, provided that counsel for the Indemnifying Party, who will conduct the defense of the claim or litigation, will be approved by the Indemnified Party (whose approval will not be unreasonably withheld), and the Indemnified Party may participate in the defense at that party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided in this Agreement will not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give the notice is materially prejudicial to an Indemnifying Party’s ability ‘to defend that action and provided further, that the Indemnifying Party will not assume the defense for matters in which there is, in the reasonable opinion of outside counsel to the Indemnified Party, a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or any resulting litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term from the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of the claim or litigation. (b) If the indemnification provided for in this Article 6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to which any loss, liability, claim, damage, or expense referred to herein, then the indemnified party Indemnifying Party, in lieu of indemnifying the Indemnified Party hereunder, will contribute to the amount paid or payable by the Indemnified Party as a result of the loss, liability, claim, damage, or expense in the proportion as is entitled appropriate to indemnification hereunder. If reflect the relative fault of the Indemnifying Party gives such written noticeon the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in the loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the statement or omission, provided however, that, in any case, (i) such defense shall no Holder will be conducted by counsel selected required to contribute any amount in excess of the net proceeds of all the Registrable Securities offered and sold by the Indemnifying Party and approved Holder pursuant to the registration statement that are received by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer)Holder; (ii) so long as no person or entity guilty of fraudulent misrepresentation (within the Indemnifying Party is conducting such defense with reasonable diligence, meaning of Section 11(f) of the Indemnifying Party shall have the right U.S. Securities Act) will be entitled to control said defense and shall contribution from any person or entity who was not be required to pay the fees or disbursements guilty of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defensefraudulent misrepresentation; and (iii) the Indemnifying Party obligations under this Section 6.3(b) shall have the rightbe several, without the consent not joint and several, for each Holder. (c) The obligations of the indemnified party, to settle such claim, provided that such settlement involves only Corporation and the payment Holders under this Article 6 shall survive the completion of money, the Indemnifying Party pays all amounts due any offering of Registrable Securities in connection with or by reason a registration statement under Article 3 of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any Whenever any demand shall be made upon a party obligated to indemnify (the “Indemnified Party”) under the Lease or Assignment for which the other party under this Agreement (the “Indemnifying Party”) is required to indemnify the Indemnified Party, the Indemnified Party shall have promptly notify the right, Indemnifying Party of such demand in writing and provide a copy of any written document delivered to the Indemnified Party relating to such demand. No notice need be given by the Indemnified Party unless and until it has received written notice of the demand. Within fifteen (15) days of written notice to the indemnified partyIndemnifying Party of any such demand, to the Indemnified Party shall either satisfy and pay in full such demand or assume the defense of any claim such demand at its sole cost and expense with respect to which counsel approved by the indemnified party is entitled to indemnification hereunderIndemnified Party in its reasonable discretion. If the Indemnifying Party gives shall fail to satisfy any such written noticedemand or fail to assume in a reasonable manner the defense of any demand arising under the Lease or Assignment, (i) such defense as applicable, within the time period set forth above, the Indemnified Party shall be conducted by counsel selected by the Indemnifying Party free to defend, settle, litigate, appeal and approved by the indemnified partyotherwise act in its reasonable discretion, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, and the Indemnifying Party shall have the right be obligated to control said defense reimburse in full any settlement, judgment or similar liability and all costs associated therewith including reasonable out-of-pocket legal fees and disbursements and shall not be required to pay have any defense based on the fees reasonableness or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent necessity of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Indemnified Party’s liability insurance, take actions or omit to take any action which would cause the insurer not its failure to defend effectively such claim or to disclaim liability in respect thereofdemand.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”"INDEMNIFYING PARTY") shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) Mutual Exclusivity Agreement Ashford REIT such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s 's approval shall not be required with respect to counsel designated by the Indemnifying Party’s 's insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s 's liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party The Party seeking indemnification hereunder (the “Indemnified Party”) shall: (a) give the Party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) shall have the right, by prompt written notice of any such claim or law suit (including a copy of any notice thereof); (b) not make any admission of liability in relation to the indemnified party, to assume claim or compromise or settle the defense claim without the prior written consent of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed delayed); (c) if so requested permit the Indemnifying Party, in the name of the Indemnified Party, to have sole conduct of all matters relating to the claim as it may deem appropriate provided that it keeps the Indemnified Party reasonably informed of the steps which are being taken in relation to the claim; (d) reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation and defence of any matter that is the subject of indemnification (provided that the Indemnifying Party pays or reimburses it in relation to its reasonable costs in complying with such requirement); and (e) not unreasonably withhold its approval of the settlement of any such claim, liability, or action by Indemnifying Party covered by this indemnification provision; provided, however, that the indemnified partyIndemnified Party’s approval failure to comply with its obligations under this Clause shall not be required with respect constitute a breach of this Agreement nor relieve Indemnifying Party of its indemnification obligations, except to counsel designated by the extent, if any, that Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent defence of the indemnified party, to settle such affected claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with action or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofproceeding actually was materially impaired thereby.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”) Licensor shall have the right, by give reasonably prompt written notice to the indemnified party, to assume the defense Licensee of any claim with respect for which any of the Licensor Indemnified Parties seeks indemnification under Section 10.1 above. Failure to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives give such reasonably prompt written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval notice shall not be required with respect limit or otherwise affect the rights of the Licensor Indemnified Parties under Section 10.1 above, except and solely to counsel designated by the Indemnifying Party’s insurer); (ii) so long extent that Licensee can demonstrate actual material loss and prejudice as the Indemnifying Party is conducting a result of such defense with reasonable diligence, the Indemnifying failure. The relevant Licensor Indemnified Party shall have the right to control said defense and shall not be required to pay the fees or disbursements represented by counsel of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified partyits choice and, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified partyin its sole discretion, to settle such claimtake over and control the defense, provided that such negotiation, settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect other resolution of such claim. The indemnified party shall have the right to participate in If such Licensor Indemnified Party takes over and controls the defense of any such claim, then Licensee shall reimburse such Licensor Indemnified Party for the expenses of defending such claim being defended by upon submission of periodic bills to Licensee. Each Party agrees to provide reasonable access to the Indemnifying other Party at to documents and information in such Party’s possession or control as may reasonably be requested in connection with the expense defense, negotiation, settlement or other resolution of any such claim. Notwithstanding anything in this Section 10.2 to the contrary, if such Licensor Indemnified Party determines not to take over and control the defense of any such claim, Licensee shall not settle such claim without such Licensor Indemnified Party’s prior written consent if any such settlement (a) requires that any of the indemnified partyLicensor Indemnified Parties make any payment or bear any other obligations, but (b) includes any admission of wrongdoing or liability on the Indemnifying Party shall have the right to control such defense (other than in the event part of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as Licensor Indemnified Parties, (c) does not include a full release of all of the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; Licensor Indemnified Parties and/or (d) includes any manner of injunctive or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofother equitable relief.

Indemnification Procedure. Any Each Party, as an indemnifying party obligated to indemnify the other party under this Agreement (the an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner that imposes any restrictions or obligations on any indemnified party (an “Indemnified Party”) shall have without the rightother Party’s prior written consent or, by written notice if Licensee is the Indemnifying Party, that grants any rights to the indemnified partyLicensed Patents or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. Upon the Indemnifying Party’s reasonable request, the Indemnified Parties will reasonably cooperate with the Indemnifying Party in the defense and settlement of any such claim, at the Indemnifying Party’s cost and expense. If an Indemnifying Party fails or declines to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part action within [*] after notice thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in CONFIDENTIAL Indemnified Party may assume the defense of such claim being defended by the Indemnifying Party or action at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent cost and risk of the Indemnifying Party, and any Third Party so long as Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a Indemnified Party is conducting contained in this Agreement are in addition to all other rights that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense thereof in accordance with this Agreement; or (ii) if a negotiation of any such claim is covered by within [*] after the Indemnifying Party’s liability insurancereceipt of invoices for such fees, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofexpenses, and charges.

Indemnification Procedure. Any An indemnified person shall ------------------------- promptly notify the indemnifying party obligated of the existence of any claim, demand, or other matter to indemnify the other party under this Agreement which indemnification obligations would apply (the “Indemnifying Party”) "Indemnified Claim"), and shall give the indemnifying party the opportunity to defend the same at its own expense and with counsel of its own selection, provided that such indemnified person shall at all times also have the right to participate fully in the defense of the Indemnified Claim at his, her or its own expense. If the indemnifying party shall fail to defend such Indemnified Claim adequately and reasonably, and such indemnified person is entitled to such defense, such indemnified person shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) such Indemnified Claim on behalf, for the account, and the sole risk and expense (subject to the limitations on indemnification set forth in this Agreement), of the indemnifying party. If the indemnified party elects to undertake the defense of such Indemnified Claim pursuant to the preceding sentence, the indemnified party shall reimburse the indemnifying party for fees, costs and expenses incurred by written notice the indemnifying party in defending such Indemnified Claim prior to the indemnified party's assumption of, to assume and in connection with the indemnifying party's orderly withdrawal from, the defense of any claim with respect to which the indemnified party is entitled to indemnification hereundersuch Indemnified Claim. If the Indemnifying Party gives such written notice, (i) such defense Such reimbursement shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long made as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered soon as practicable after the Indemnifying Party has given the written notice provided for above indemnifying party delivers reasonably satisfactory evidence of such fees, costs and expenses to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated to indemnify the other party (i) The Person seeking indemnification under this Agreement Section 7.3 (the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 7.3(a), such notice shall be given to the Shareholders’ Agent) of any third-party claim which may give rise to any indemnity obligation under this Section 7.3, and the Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any such claim with respect through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to which the indemnified party Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is entitled to indemnification hereundermaterially prejudiced by such failure. If the Indemnifying Indemnified Party gives such written notice, (i) desires to participate in any such defense shall be conducted by counsel selected assumed by the Indemnifying Party Party, it may do so at its sole cost and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (expense; provided, however, that the indemnified party’s approval shall not Indemnified Party will be required with respect entitled to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting participate in any such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any separate counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyIndemnifying Party if, but in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party shall have the right declines to control assume any such defense (or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other than in connection with the event defense of a conflict any such claim. The Indemnifying Party will not, without the prior written consent of interest between the parties Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim or defense)and any related claim. In no event shall (i) the indemnified party settle any claim The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party so long as is not disputed by the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by within 20 days after the Indemnifying Party’s liability insurancehaving received written notice thereof, take or omit has been resolved by a Law of a Governmental Entity, by a settlement of the indemnification claim in accordance with Section 7.3(c)(i), by agreement of the Indemnified Party and the Indemnifying Party or by the determination of the Final Working Capital Amount as provided in Section 2.2(c) (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 7.3(b), Parent will pay to take the Shareholder Indemnified Party promptly following such Resolution an amount equal to the Losses of such Shareholder Indemnified Party as set forth in such Resolution, which, in the case of indemnification by Parent under Section 7.3(b)(iii) and in the event that the payment of cash to the Shareholder Indemnified Parties in satisfaction thereof would reasonably be expected to adversely impact the tax treatment of the Merger to the Shareholders, shall be satisfied by the delivery to the Shareholders of Parent Common Stock valued using the Resolution Date VWAP (as defined below), or (B) in the case of indemnification under Section 7.3(a), the Shareholders will pay to the Parent Indemnified Party promptly following such Resolution an amount equal to the Losses of such Parent Indemnified Party as set forth in such Resolution; provided, that, notwithstanding anything to the contrary in Section 7.3(c)(iii), at the election of the Shareholders, Losses of the Parent Indemnified Parties in excess of the amount of the Representations Claims Cap (as defined below) may be satisfied by the delivery by the Shareholders to Parent of Parent Common Stock valued using the Resolution Date VWAP. (iii) In lieu of an escrow arrangement, Parent may reacquire up to an aggregate of one-third of the Exchange Shares (the “Indemnification Shares”) from the Shareholders (with such reacquisition to be effected on a pro rata basis among the Shareholders based on the number of Exchange Shares received by each) to satisfy any action which would cause Losses of any Parent Indemnified Party that are the insurer subject of a Resolution at any time during the 18-month period following the Closing Date (the “Holding Period”). In such event, the Indemnification Shares will be valued using the average of the VWAP of the Parent Common Stock for the 30 consecutive trading days immediately prior to the date of the Resolution (the “Resolution Date VWAP”). The Shareholders agree and consent to Parent (A) entering stop transfer instructions with its transfer agent and registrar against the transfer of the Indemnification Shares during the Holding Period and (B) instructing its transfer agent and registrar to cancel on its books and records any Indemnification Shares to be reacquired by Parent hereunder. The provisions of this Section 7.3(c)(iii) do not preclude a Parent Indemnified Party from looking directly to defend such claim or to disclaim liability the Shareholders for payment of any Losses as provided in respect thereofSection 7.3(c)(ii).

Indemnification Procedure. Any party obligated to indemnify the other party (i) The Person seeking indemnification under this Agreement Section 6.3 (the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 6.3(a), such notice shall be given to the Stockholders’ Agent) of any third-party claim which may give rise to any indemnity obligation under this Section 6.3, and the Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any such claim with respect through counsel of its own choosing, by so notifying the Indemnified Party within ten (10) days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to which the indemnified party Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is entitled to indemnification hereundermaterially prejudiced by such failure. If the Indemnifying Indemnified Party gives such written notice, (i) desires to participate in any such defense shall be conducted by counsel selected assumed by the Indemnifying Party Party, it may do so at its sole cost and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (expense; provided, however, that the indemnified party’s approval shall not Indemnified Party will be required with respect entitled to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting participate in any such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any separate counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyIndemnifying Party if, but in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party shall have the right declines to control assume any such defense (or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other than in connection with the event defense of a conflict any such claim. The Indemnifying Party will not, without the prior written consent of interest between the parties Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim or defense)and any related claim. In no event shall (i) the indemnified party settle any claim The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party so long as is not disputed by the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or within thirty (ii30) if a claim is covered by days after the Indemnifying Party’s liability insurancehaving received written notice thereof, take or omit has been resolved by a Law of a Governmental Entity, by a settlement of the indemnification claim in accordance with Section 6.3(c)(i) or by agreement of the Indemnified Party and the Indemnifying Party (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 6.3(b), the Buyer will pay to take the Stockholder Indemnified Party promptly following such Resolution an amount in cash equal to the Losses of such Stockholder Indemnified Party as set forth in such Resolution, or (B) in the case of indemnification under Section 6.3(a), the Buyer will deliver evidence of such Resolution to the Stockholders’ Agent, whereupon the Stockholders’ Agent will deliver to the Buyer Indemnified Party an amount equal to the Losses of such Buyer Indemnified Party as set forth in such Resolution. In addition, at the election of the Stockholders’ Agent, the amount to be delivered to the Buyer Indemnified Party may be partially or fully satisfied out of any action which would cause cash or Buyer Common Stock received by the insurer not to defend such claim or to disclaim liability in respect thereofStockholders.

Indemnification Procedure. Any party obligated to indemnify the other party under this Agreement (the “Indemnifying Party”"INDEMNIFYING PARTY") shall have the right, by written notice Notice to the indemnified other party, to assume the defense of any claim with respect to which the indemnified other party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified other party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified other party’s 's approval shall not be required with respect to counsel designated by the Indemnifying Party’s 's insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified other party for services rendered after the Indemnifying Party has given the written notice Notice provided for above to the indemnified other party, Hotel Master Management Agreement Ashford TRS Corporation except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified other party, to settle such claim, but only provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified other party is unconditionally released from all liability in respect of such claim. The indemnified other party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified other party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified other party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s 's liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any party obligated In the event either Party learns of any claim, liability, demand or cause of action relating to indemnify the other party under this Agreement (or the “Indemnifying Party”) performance hereunder, which said Party shall have the rightdetermine, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, howeverin its sole discretion, that the indemnified party’s approval other Party may be liable therefor, said Party pg. 11 shall not be promptly notify the other Party. If indemnity is required with respect to counsel designated by any of the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligenceterms of this Agreement, the Indemnifying indemnifying Party shall have the right to control said defense all litigation and shall not be required to defend the other and pay the fees all settlements, judgments, costs, and expenses (including without limitation court costs and reasonable attorneys’ fees), whether related or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above unrelated, similar or dissimilar to the foregoing, incident thereto. Each Party, if requested, agrees to cooperate with the other in any defense, and the indemnifying Party shall reimburse the other for all reasonable expenses incurred in connection therewith. The indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the rightright to counsel of its own choosing and at its sole expense participate in any such litigation. Notwithstanding the foregoing, however, neither Party shall effect settlement of or compromise any such claim or proceedings without having obtained the prior written consent of the indemnified partyother Party, to settle such claimwhich consent shall not be unreasonably withheld, conditioned or delayed; provided that the indemnifying Party may settle or compromise any such claim if the settlement involves only or compromise (a) requires solely the payment of moneymoney damages by the indemnifying Party, and (b) includes as an unconditional term thereof the Indemnifying Party pays all amounts due in connection with release by the claimant or by reason the plaintiff of such settlement and, as part thereof, the indemnified party is unconditionally released Party from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of If the indemnified party, but Party does not consent to a settlement which the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying indemnifying Party is conducting willing to accept, then the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying indemnifying Party’s liability insuranceshall be limited to the amount for which the claim could have been settled provided, take or omit such settlement does not require the indemnified Party to take forego any action which would cause property rights other than the insurer not to defend such claim or to disclaim liability in respect thereofamount of payment of the proposed settlement.

Indemnification Procedure. Any party obligated to indemnify the other Promptly after receipt by an indemnified party under this Agreement (Section 7.8 of notice of the “Indemnifying Party”) shall have the right, by written notice to the indemnified party, to assume the defense commencement of any claim with respect to which the action, such indemnified party will, if a claim in respect thereof is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (providedmade against an indemnifying party under this Section 7.8, however, that notify the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified indemnifying party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent in writing of the indemnified party, to settle commencement thereof and generally summarize such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimaction. The indemnified indemnifying party shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim being defended with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld, unless the Holder determines that there may be a conflict between the position of the Company and the Holder in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 7.8, then counsel for such party shall be entitled to conduct the Indemnifying Party defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party at the expense of the indemnifying party. The Company shall not be required to pay the costs of more than one counsel for Holder and other stockholders pursuant to this paragraph. The failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified partyparty under this Section 7.8, but the Indemnifying Party shall omission so to notify the indemnifying party will not relieve such party of any liability that such party may have the right to control such defense (any indemnified party otherwise other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with under this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereofSection 7.8.

Indemnification Procedure. Any party obligated to indemnify If either Party is seeking indemnification under Sections 9.1 or 9.2 (the “Indemnified Party”), it shall inform the other party under this Agreement Party (the “Indemnifying Party”) shall have of the right, by written notice Claim giving rise to the indemnified party, obligation to assume indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunderClaim. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the The Indemnifying Party shall have the right to control said assume the defense and shall not be required to pay the fees or disbursements of any counsel engaged by such Claim for which it is obligated to indemnify the indemnified party for services rendered after Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party has given and the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) Indemnifying Party’s insurer as the Indemnifying Party shall have the rightmay reasonably request, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, and at the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimParty’s cost and expense. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Indemnified Party shall have the right to control such defense (other than participate, at its own expense and with counsel of its choice, in the event defense of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s liability insurancewritten consent, take which consent shall not be unreasonably withheld or omit delayed. The Indemnifying Party may not settle any Claim without the prior written consent of the Indemnified Party, such consent shall not be unreasonably withheld or delayed, provided, however, that the Indemnifying Party shall not be required to take any action which would obtain such consent if the settlement: (a) involves only the payment of money and does not cause the insurer Indemnified Party to be subject to injunctive or other similar type of relief; (b) does not require an admission by the Indemnified Party; and (c) does not adversely affect the intellectual property Controlled by, or the rights or licenses granted to defend the Indemnifying Party (or its Affiliate) under this Agreement. If the Parties cannot agree as to the application of Section 9.1 or 9.2 as to any Claim, pending resolution of the dispute pursuant to Section 11.6, 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 9.1 or to disclaim liability in respect thereof9.2 upon resolution of the underlying Claim.

Indemnification Procedure. Any party obligated to indemnify the other party (i) The Person seeking indemnification under this Agreement Section 6.3 (the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 6.3(a), such notice shall be given to the Stockholders’ Agent and Scripps) of any third-party claim which may give rise to any indemnity obligation under this Section 6.3, and the Indemnifying Party will have the right, by written notice to the indemnified party, right to assume the defense of any such claim with respect through counsel of its own choosing, by so notifying the Indemnified Party within ten (10) days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to which the indemnified party Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is entitled to indemnification hereundermaterially prejudiced by such failure. If the Indemnifying Indemnified Party gives such written notice, (i) desires to participate in any such defense shall be conducted by counsel selected assumed by the Indemnifying Party Party, it may do so at its sole cost and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (expense; provided, however, that the indemnified party’s approval shall not Indemnified Party will be required with respect entitled to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting participate in any such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any separate counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified partyIndemnifying Party if, but in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party shall have the right declines to control assume any such defense (or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other than in connection with the event defense of a conflict any such claim. The Indemnifying Party will not, without the prior written consent of interest between the parties Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim or defense)and any related claim. In no event shall (i) the indemnified party settle any claim The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party so long as is not disputed by the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or within thirty (ii30) if a claim is covered by days after the Indemnifying Party’s liability insurancehaving received written notice thereof, take or omit has been resolved by a Law of a Governmental Entity, by a settlement of the indemnification claim in accordance with Section 6.3(c)(i) or by agreement of the Indemnified Party and the Indemnifying Party (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 6.3(b), the Buyer will pay to take the Stockholder Indemnified Party promptly following such Resolution an amount in cash equal to the Losses of such Stockholder Indemnified Party as set forth in such Resolution, or (B) in the case of indemnification under Section 6.3(a), the Buyer will deliver evidence of such Resolution to Scripps and the Stockholders’ Agent, whereupon the Stockholders’ Agent will deliver to the Buyer Indemnified Party an amount equal to the Losses of such Buyer Indemnified Party as set forth in such Resolution. At the election of the Stockholders’ Agent, and only with the consent of Scripps, the amount to be delivered to the Buyer Indemnified Party in accordance with the immediately preceding sentence may be deducted from the Six-Month Stock Issuance, Annual Cash/Stock Payments or Performance Payments (if and only to the extent such amount has been earned) on a pro rata basis among the Stockholders determined in accordance with the allocation set forth in Section 1.2(b) of the Company Disclosure Schedule. In addition, at the election of the Stockholders’ Agent, and only with the consent of Scripps, the amount to be delivered to the Buyer Indemnified Party may be partially or fully satisfied out of any action which would cause cash or Buyer Common Stock received by the insurer not Stockholders. If the Stockholders’ Agent elects to defend such claim indemnify the Buyer using Buyer Common Stock previously issued to it, the value of the Buyer Common Stock shall be (A) the value determined under Section 1.1(g) if the Buyer Common Stock was issued more than twelve (12) months prior to the stock return date, and (B) the value as of the date of the issuance to the Stockholders with respect to the Six-Month Stock Issuance, Annual Cash/Stock Payments or Performance Payments, as the case may be, if the Buyer Common Stock was issued less than twelve (12) months prior to disclaim liability in respect thereofthe stock return date.

Indemnification Procedure. Any Each indemnified party obligated to indemnify shall give the other indemnifying party under this Agreement (the “Indemnifying Party”) shall have the right, by written prompt notice to the indemnified party, to assume the defense of any claim with respect to Claim for which the indemnified party indemnification is entitled to indemnification sought hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party The indemnifying party shall have the right to control said the defense and settlement of a Claim, provided the indemnifying party shall not be required act reasonably and in good faith with respect to pay all matters relating to the fees settlement or disbursements disposition of any counsel engaged by the Claim, and the indemnified party for services rendered after shall reasonably cooperate in the Indemnifying Party has given the written notice provided for above to the indemnified partyinvestigation, except if there is a conflict of interest between the parties with respect to such claim or defense; defense and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claimClaim. The Any indemnified party shall have the right to participate in in, but not control, the defense and settlement of a Claim and to employ separate legal counsel of its own choice; provided, however, that such claim being defended by the Indemnifying Party employment shall be at the expense of the indemnified party’s own expense, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall unless (i) the indemnified party settle any claim without employment thereof has been specifically authorized by the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; indemnifying party, or (ii) if the indemnifying party has failed to assume the defense and employ counsel (in which case the indemnified party shall control the defense and settlement of such Claim); provided however that the defense or settlement under this Section 8.3 (ii) shall not act as a claim is covered waiver of rights to indemnification and shall not excuse the indemnifying party from its obligations hereunder and, all reasonable costs and expenses incurred by the Indemnifying Party claiming indemnification shall be subject to indemnity by the indemnifying Party’s liability insurance.. The costs and expenses, take or omit including reasonable fees and disbursements of counsel, incurred by any indemnified party in connection with any Claim shall be reimbursed on a monthly basis by the indemnifying party subject to take any action which would cause refund in the insurer event the indemnifying party is ultimately held not to defend such claim be obligated to indemnify the indemnified party. Neither party will enter into any settlement agreement that attributes fault or negligence to disclaim liability in respect thereofthe other party, requires any payment by the other party, or restricts the future actions or activities of the other party, without the other party’s prior written consent, which shall not be unreasonably withheld.

Indemnification Procedure. Any Each party obligated entitled to indemnify the other party indemnification under this Agreement Article 8 (the “Indemnifying "Indemnified Party”") shall have the right, by written give prompt notice to the indemnified partyparty required to provide indemnification ("Indemnifying Party") as soon as the Indemnified Party has actual knowledge of any claim for which indemnity may be sought, and shall permit the Indemnifying Party to assume and control the defense of any such claim with respect to which the indemnified party is entitled to indemnification hereunderor any litigation resulting therefrom. If the The Indemnifying Party gives may select legal counsel for such written noticedefense, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, provided however, that if the indemnified party’s approval Indemnified Party, acting in good faith, believes that it has certain legal defenses to any claim or litigation which are different from or in conflict with those defenses available to the Indemnifying Party, the Indemnified Party may select one independent attorney to act on its behalf as legal counsel to defend the Indemnified Party against any claim or litigation. The legal fees of the independent attorney shall not be required with respect to counsel designated paid for by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence. In any event, the Indemnifying Party Party, shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the rightnot, without the prior written consent of the indemnified partyIndemnified Party, consent to settle such claim, provided that such the entry of any judgment or enter into any settlement involves only which: (1) provides for any remedy other than the prompt payment of money, damages (and expenses) by the Indemnifying Party, without the admission of wrongdoing on the part of the Indemnified Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released and (2) does not include an unconditional provision releasing Indemnified Party from all liability in respect of such claimthe claim or litigation. The indemnified party failure of any Indemnified Party to give notice of a claim subject to indemnification shall have the right to participate in the defense of such claim being defended by the not relieve Indemnifying Party at of its obligations under this Agreement except to the expense of extent that the indemnified party, but the Indemnifying Party shall have the right failure to control give such defense (other than in the event of a conflict of interest between the parties with respect notice is materially prejudicial to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not 's ability to defend such claim or to disclaim liability in respect thereofthe claim.

Indemnification Procedure. Any party obligated to indemnify If any matter or thing shall be claimed against any Person in respect of which an Indemnity is provided hereunder, such Person (the. "Indemnified Party") will notify in writing the other party under this Agreement person who provided the Indemnity (the “"Indemnifying Party”") of the nature of the claim. The Indemnifying Party shall have the right, by written notice to the indemnified party, be entitled (but not required) to assume the defense defence of any suit brought to enforce such claim with respect to which if, but only if, the indemnified party is entitled to indemnification hereunder. If the Indemnifying Indemnified Party gives such written notice, (i) such defense shall be conducted by counsel selected fully indemnified by the Indemnifying Party for the full amount of the claim, and approved by if the indemnified partydefence shall be through legal counsel acceptable to the Indemnified Party, such approval not to be unreasonably withheld or delayed (providedacting reasonably. In all cases, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as Indemnified Party and the Indemnifying Party shall each have the right to retain at its own expense, additional counsel to act on its behalf. The Indemnifying Party shall not settle or (without giving the Indemnified Party a reasonable opportunity to take carnage thereof) abandon any such claim which it has elected to defend unless it has first unconditionally acknowledged to the Indemnified Party that the claim is conducting such defense with reasonable diligence, within the Indemnifying scope of the Indemnity being sought pursuant to this Article 7; and further provided that the party having carnage of the defence of any claim shall keep the other reasonably informed as to the progress thereof. The Indemnified Party shall have the right but not the obligation, to control said defense assert any and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying -all counterclaims it may have. The Indemnified Party shall have the rightat all times cooperate in all reasonable ways with, without the consent make all its relevant files and records and those of the indemnified partyBCR available for inspection and copying by, to settle such claim, provided that such settlement involves only the payment and make its employees and those of moneyBCR reasonably available or otherwise render reasonable assistance to, the Indemnifying Party pays all amounts due Party (i) in connection with or by reason its defence of such settlement 'any claim for which indemnity is sought hereunder and, as part thereof, the indemnified party is unconditionally released from all liability (ii) in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended any action brought by the Indemnifying Party at to assert any' related claim, counterclaim or right of subrogation under Article 7.5 hereof. No claim may be settled by the expense of the indemnified party, but the Indemnifying Indemnified Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the written consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by of-the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer such consent not to defend such claim or to disclaim liability in respect thereofbe unreasonably withheld.

Indemnification Procedure. Any A party obligated to indemnify seeking indemnification or reimbursement hereunder shall give the other party under this Agreement prompt written notice of any such claim or law suit (including a copy thereof) served upon it and shall fully cooperate with the “Indemnifying Party”) indemnifying party and its legal representatives in the investigation of any matter the subject of indemnification. The indemnifying party shall have full control over the rightproceedings, by written notice including but not limited to, selection of counsel to tender appearance for the indemnifying party and for the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate retain its own counsel, at its sole expense, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate because of potential differences in the interests of such indemnified party and any other party represented by such counsel. The indemnified party shall promptly sign any and all reasonably necessary documents for the selection of counsel, such as a joint defense agreement, and shall not unreasonably withhold its consent to conflict waivers. However, if the indemnifying party fails or chooses not to assume full control of the proceedings, the indemnified may do so. The indemnified party’s attorney’s fees shall be limited to those necessary for complying with the indemnifying party’s requests for support that necessarily call for the use of the indemnified party’s counsel (e.g., preparing a witness for deposition), unless the indemnified party assumes full control of the proceedings. The party seeking indemnification shall not unreasonably withhold its approval of the settlement of any claim, liability, or action covered by Section 9.1, as applicable, will cooperate with counsel of the indemnifying or reimbursing party, and reserves the right to engage its own counsel to assist in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified indemnifying party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.