Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. i) Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i) Each Party shall notify 16.3.1 For the other in the event it becomes aware avoidance of a claim for which doubt, all indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Party claims in respect of which indemnity may an Oncothyreon Indemnitee or Array Indemnitee shall be sought pursuant to this Article 16made solely by Oncothyreon or Array, such respectively. 16.3.2 A Party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (an “Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party and Party, the Indemnified Party shall furnish promptly meet to discuss how to respond to any claims that are the subject matter Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such proceeding. At its optionClaim. 16.3.3 Subject to the provisions of Sections 16.3.4 and 16.3.5, the Indemnifying Party may shall have the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 16.3.4 below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any Third defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party claim subject is not obligated to indemnification as provided indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in this Section 16.3 by giving its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party Party, within ** thirty (or until such time provided in any applicable extension to appropriately answer any complaint30) days after receipt of the Indemnification Claim Notice, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after of the Indemnifying Party’s receipt election to assume the defense and handling of an Indemnification such Claim, the provisions of Section 16.3.5 below shall govern. 16.3.4 Upon assumption of the defense of a Claim Notice, solely for claims, by the Indemnifying Party: (i) that solely seek monetary damages the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) as to which the Indemnifying Party expressly agrees may, at its own cost, appoint as counsel in writing thatconnection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, as between however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder such Claim with its own counsel and to engage counsel of at its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Partyexpense. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimIn particular, the Indemnified Party will cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claimClaim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The records or information provided. 16.3.5 If the Indemnifying Party will reimburse does not give written notice to the Indemnified Party for all its reasonable out-of-pocket expenses incurred as set forth in Section 16.3.3 above or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such cooperationClaim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense.

Indemnification Procedure. i) Each The Indemnified Party shall notify the other in Indemnifying Party of any event that might entitle the event it becomes aware Indemnified Party to indemnification, as a result of a claim for which indemnification may be sought pursuant to Loss under this Article 16Agreement (“Claim”). In case any proceeding (including any governmental investigation) Such notification shall be instituted involving any made within 5 Business Days of the date a Claim comes to the attention of the Indemnified Party as the Indemnified Party may deem expected to cause a Loss, provided that, in respect of which indemnity may be sought pursuant to this Article 16case said Loss is based on a legal action or proceeding brought by a third-party (“Third Party Claim”), such the Indemnified Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing the Indemnifying Party no later than the date that is the end of the first one third (an 1/3) of the legal timeframe to file defenses or counterclaims against the Third Party Claim in question (“Indemnification Claim NoticeDefense”). The Indemnifying Party and Indemnified Party failure to provide such notice for indemnification within the aforementioned periods shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, not relieve the Indemnifying Party from any obligations it may assume have under this Section 4 with respect to such Loss, except and only to the defense extent that the failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of material rights or defenses that it would otherwise have. 4.2.1. The Indemnifying Party may conduct the Defense in any Third Party claim subject Claim through counsel of its choice, if it so elects by sending a written notification to indemnification as provided for in this Section 16.3 by giving written notice that effect to the Indemnified Party by the Indemnifying Party within ** two (or until 2) Business Days after receipt of the notification described in Section 4.2 above; provided, that such time provided in any applicable extension notification must include an acknowledgment that the Indemnifying Party is obligated to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with indemnify the Indemnified Party being obligated with respect to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Third Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, Claim. The Defense conducted by the Indemnifying Party shall be solely obligated made in cooperation with the Indemnified Party, which shall be informed reasonably in advance of any major step of proceedings and which may appoint (at its own cost) any legal advisor in addition to satisfy and discharge the claim one(s) appointed by the Indemnifying Party. The Indemnified Party shall fully cooperate with the Indemnifying Party in full the conduction of the Defense (at the matters described in (i) and (iiIndemnifying Party’s cost), providing access to all information and documentation reasonably required and necessary for the “Litigation Conditions”)preparation and conduction thereof. The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of only settle the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains Claims without the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to if the Indemnifying Party refuses to conduct the opportunity to assume the defense Defense of the such a Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderClaim. The Indemnifying Party will reimburse may only settle the Third Party Claims if the Indemnifying Party accepts and undertakes the conduct of the Defense of such Third Party Claim and (i) the Indemnified Party for all its reasonable out-of-pocket expenses incurred consents in connection with writing to such cooperationsettlement or (ii) such settlement includes a full release of the Indemnified Party, no admission of wrongdoing by the Indemnified Party, and no restriction or obligation of any type on the Indemnified Party.

Indemnification Procedure. i(a) Each The Party shall notify the other in the event it becomes aware of a claim for which entitled to indemnification may be sought pursuant to under this Article 16. In case any proceeding 15 (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the an “Indemnified Party”) shall promptly notify the other Party potentially responsible for such indemnification (the “Indemnifying Party”) within ten (10) Business Days of becoming aware of any claim or claims asserted or threatened against the Indemnified Party which could give rise to a right of indemnification under this Agreement; provided, however, that the failure to give such notice or any delay in such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. (b) If the Indemnifying Party has acknowledged in writing (to the Indemnified Party the Indemnifying Party’s responsibility for defending such claim, the Indemnifying Party shall have the right to defend, at its sole cost and expense, such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. the Indemnifying Party may not enter into any compromise or settlement unless such compromise or settlement includes as an “Indemnification Claim Notice”)unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its optionforegoing notwithstanding, the Indemnifying Party may assume not enter into any compromise or settlement of such claim without the defense prior written consent of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (if such compromise or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, settlement would (i) that solely seek monetary damages and impose an injunction or other similar restriction of the Indemnified Party, (ii) as to which impose any financial obligations on the Indemnified Party, and/or (iii) would constitute an admission of guilt or liability by or on behalf of the Indemnified Party. (c) The Indemnified Party may participate in, but not control, any defense or settlement of any claim controlled by the Indemnifying Party expressly agrees in writing thatpursuant to this Section 15.3 and shall bear its own costs and expenses with respect to such participation; provided, as between however, that the Indemnifying Party shall bear such costs and expenses if counsel for the Indemnifying Party shall have reasonably determined that such counsel may not properly represent both the Indemnifying Party and the Indemnified Party. (d) The foregoing notwithstanding, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails shall have the right to promptly provide an Indemnification Claim Notice, waive its rights to indemnity under this Agreement and such failure materially prejudices control the defense or settlement thereof to the extent such claim involves an issue or matter that it believe may materially adversely affect the business and/or assets of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that in no event shall any such engagement will waiver be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry construed as a waiver of any judgment, enter into any settlement indemnification rights which such Party may have at law or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayedequity. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each Any Infinity Indemnified Party shall notify the other in the event it becomes aware of a claim for which or Intellikine Indemnified Party seeking indemnification may be sought pursuant to this Article 16. In case any proceeding hereunder (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing (an “Indemnification reasonably promptly after the assertion against the Indemnified Party of any Claim Notice”). The in respect of which the Indemnified Party intends to base a claim for indemnification hereunder, but the failure or delay so to notify the Indemnifying Party and shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party shall promptly meet except to discuss how the extent that the Indemnifying Party’s ability to respond defend or resolve such Claim is adversely affected thereby. (b) Subject to any claims that are the subject matter provisions of such proceeding. At its optionSections 17.3(d) and (e) below, the Indemnifying Party may assume shall have the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving right, upon written notice given to the Indemnified Party within ** thirty (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (30) days after receipt of the “Election Time Period”); with notice from the Indemnified Party being obligated of any Claim, to make all reasonable efforts to obtain any assume the defense and handling of such extension) after Claim, at the Indemnifying Party’s receipt sole expense, in which case the provisions of an Indemnification Claim Notice, solely for claims, Section 17.3(c) below shall govern. (ic) that solely seek monetary damages and (ii) as to which If the Indemnifying Party expressly agrees assumes the defense and handling of such Claim: The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in writing thatconnection with conducting the defense and handling of such Claim, as between and the Indemnifying Party and shall defend or handle the same in consultation with the Indemnified Party, and shall keep the Indemnifying Indemnified Party shall be solely obligated to satisfy and discharge timely apprised of the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”)status of such Claim. The Indemnified Party may assume responsibility for shall not settle such defense if Claim without the Litigation Conditions are not satisfied, by prior written notice to consent of the Indemnifying Party within the Election Time PeriodParty. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the The Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3not, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, not agree to be unreasonably withheld a settlement of such Claim which could lead to liability or delayed. iv) The Indemnifying Party that has assumed create any financial or other obligation on the defense part of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that for which the Indemnified Party is reached without not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the written consent part of such Indemnifying the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party, at the request and expense of the Indemnifying Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the Indemnifying Party fails to conduct the defense and handling of any Claim in good faith after having assumed such, then the provisions of Section 17.3(e) below shall govern. (d) If the Indemnifying Party does not admit give written notice to the Indemnified Party, within thirty (30) days after receipt of the notice from the Indemnified Party of any liability with respect toClaim, or settleof the Indemnifying Party’s election to assume the defense and handling of such Claim, compromise or dischargethe provisions of Section 17.3(e) below shall govern. (e) Unless Section 17.3(c) applies: The Indemnified Party may, any Third Party claim without first offering at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party the opportunity to assume in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate; provided, however, that the Indemnified Party shall keep the Indemnifying Party timely apprised of the Third status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party claim in accordance with this Section 16.3shall not settle such Claim without the prior written consent of the Indemnified Party. If the Indemnified Party defends or handles such Claim, the Indemnifying Party chooses to defend or prosecute any Third Party claim, shall cooperate with the Indemnified Party will cooperate Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. (f) In the event a Claim is based partially on an indemnified claim and partially on a non-indemnified claim or prosecution thereof based partially on a claim indemnified by one Party and will furnish such recordspartially on a claim indemnified by the other Party, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested any payments in connection with such Third Claim shall be apportioned between the Parties in accordance with the degree of cause attributable to each Party. (g) Nothing in this Section 17 will act to negate any obligation under common law of either Party claim. Such cooperation will include access during normal business hours afforded to mitigate damages with respect to any Claim for which such Party is seeking indemnification from the Indemnifying other Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each If a Party intends to assert a Purchaser Claim or a Seller Claim (a Purchaser Claim or a Seller Claim being hereafter referred to as an “Indemnity Claim”), the Party intending to assert an Indemnity Claim shall notify provide the other Party from whom indemnification is sought with written notice of such Indemnity Claim in accordance with Section 7.5(c) within 30 days after becoming aware of the facts giving rise to such Indemnity Claim. At the time the Indemnity Claim is made and thereafter, any Party asserting the Indemnity Claim shall provide the Party against which the Indemnity Claim is asserted with copies of any materials in its possession describing the facts or containing information providing the basis for the Indemnity Claim. If the Indemnity Claim involves a claim by a third party (a “Third Party Indemnity Claim”), the Party against which the Third Party Indemnity Claim is asserted may assume at its expense the defense of the claim by the third party, provided, that such Party against which the Third Party Indemnity Claim is asserted agrees in writing with respect to such Third Party Indemnity Claim that it is obligated hereunder to indemnify and hold any Party asserting the Third Party Indemnity Claim harmless in accordance with the terms of this Article VII; and provided, further, that the Party asserting the Third Party Indemnity Claim shall be entitled to participate in the event it becomes aware defense of a such claim for which indemnification may be sought pursuant to this Article 16at its own expense. In case any proceeding (including any governmental investigation) shall be instituted involving The failure of any Party in respect against which the Third Party Indemnity Claim is asserted to assume the defense of which indemnity may be sought pursuant to any such claim shall not affect any indemnification obligation under this Article 16, such Party Agreement. (the b) No indemnified party (an “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to may settle or compromise any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgmentjudgment with respect to which indemnification is being sought hereunder without the prior written consent of the party from whom indemnification is being sought (an “Indemnifying Party”), enter into any settlement or otherwise dispose unless (i) the Indemnifying Party fails to assume and maintain the defense of such Damagesclaim pursuant to this Article VII and (ii) such settlement, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete compromise or consent includes and unconditional release of the Indemnified Indemnifying Party and its officers, directors, employees and Affiliates from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal arising out of such claim prior to the time such payments become due by the Indemnified Partyclaim. With respect to all other Damages in connection with Third Party claims, where the An Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3may not, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (x) such settlement, compromise or consent includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of such claim, (y) does not to be unreasonably withheld contain any admission or delayedstatement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of its Affiliates. iv(c) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages Any written notice sent by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the an Indemnifying Party the opportunity pursuant to assume the defense Section 7.5(a) shall include (i) a detailed description of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses Indemnity Claim being made, (ii) copies of all relevant documentation relating to defend or prosecute any Third Party such claim, and (iii) the basis for indemnification, including without limitation specific provisions of this Agreement under which the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including believes it is entitled to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationindemnification.

Indemnification Procedure. i) Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may person to be sought indemnified pursuant to ------------------------- this Article 16. In case XI (an "Indemnified Party") agrees to give prompt notice to the indemnifying party of the assertion of any proceeding claim, or the commencement of any suit, action or proceeding, brought against or sought to be collected from such Indemnified Party (including any governmental investigation) shall be instituted involving any each a "Third Party Claim"), in respect of which indemnity may be sought pursuant to by such Indemnified Party under this Article 16, such Party (XI; provided that the “Indemnified Party”) shall omission so to promptly notify the other indemnifying party with respect to a Third Party (Claim brought against or sought to be collected from such Indemnified Party will not relieve the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”)indemnifying party from any Liability that it may have to such Indemnified Party under this Article XI except to the extent that such failure has materially prejudiced such indemnifying party with respect to the defense of such Third Party Claim. The Indemnifying Party and If any Indemnified Party shall promptly meet seek indemnity under this Article XI with respect to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any a Third Party claim subject Claim brought against or sought to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until be collected from such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party indemnifying party shall be solely obligated entitled to satisfy participate therein and, to the extent that it wishes, to assume and discharge direct the claim in full (defense and settlement thereof with counsel satisfactory to such Indemnified Party. After notice from the matters described in (i) and (ii), the “Litigation Conditions”). The indemnifying party to an Indemnified Party may of its election to assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices direct the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense and settlement of a Third Party claim in accordance with this Section 16.3Claim brought against or sought to be collected from such Indemnified Party that such indemnifying party is entitled to assume and direct under the terms hereof, the Indemnifying Party indemnifying party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the such Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysisdefense thereof other than reasonable costs of investigation, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control are both named parties to any such action, claim or demand and representation of both parties by the defense), same counsel would be inappropriate due to actual or (c) potential conflicts of interest between them. Notwithstanding the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfiedforegoing provisions of this Section 11.4, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate indemnifying party shall not (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains A) without the prior written consent of an Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is, or with reasonable foreseeability, could have been a party and indemnity could have been sought hereunder by such Indemnified Party for a Third Party Claim brought against or sought to be collected from such Indemnified Party, unless such settlement includes an unconditional release, in form and substance satisfactory to the Indemnified Party, of such Indemnified Party from all Liability arising out of such proceeding (provided that, whether or not such a release is required to be unreasonably withheld or delayed. iv) The Indemnifying obtained, the indemnifying party shall remain liable to such Indemnified Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not Article XI in the event that a Third Party Claim is subsequently brought against or sought to be collected from such Indemnified Party) or (B) be liable for any settlement or other disposition of any Damages by Third Party Claim brought against or sought to be collected from an Indemnified Party that is reached effected without the such indemnifying party's written consent of (which shall not be unreasonably withheld), but if settled with such Indemnifying Party. The Indemnified Party will not admit any liability with respect toindemnifying party's written consent, or settle, compromise or discharge, if there is a final judgment for the plaintiff in any such Third Party claim without first offering Claim, such indemnifying party agrees (to the Indemnifying Party the opportunity extent stated above) to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, indemnify the Indemnified Party will cooperate in the defense or prosecution thereof from and will furnish such recordsagainst any loss, information and testimonyliability, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderdamage or expense by reason or such settlement or judgment. The Indemnifying Party will reimburse indemnification required by this Article XI shall be made by periodic payments of the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationamount thereof during the course of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred.

Indemnification Procedure. i) Each 14.3.1 Any Merck Indemnified Party shall notify the other in the event it becomes aware of a claim for which or Zymeworks Indemnified Party seeking indemnification may be sought pursuant to this Article 16. In case any proceeding hereunder (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and reasonably promptly after the assertion against the Indemnified Party shall promptly meet of any Claim in respect of which the Indemnified Party intends to discuss how base a claim for indemnification hereunder, but the failure or delay so to respond to any claims that are the subject matter of such proceeding. At its option, notify the Indemnifying Party may assume shall not relieve the defense Indemnifying Party of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice obligation or liability that it may have to the Indemnified Party within ** (or until such time provided in any applicable extension except to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) extent that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 14.3.2 Subject to the Indemnifying Party provisions of Section 14.3.4 and the Indemnified PartySection 14.3.5 below, the Indemnifying Party shall be solely obligated have the right, upon providing Written Notice to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails of its intent to promptly provide an Indemnification Claim Noticedo so within […***…] days after receipt of the Written Notice from the Indemnified Party of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense. 14.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Claim, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify defend or handle the same in consultation with the Indemnified Party. ii) Upon assuming , and shall keep the defense Indemnified Party timely apprised of a Third Party claim in accordance with this Section 16.3, the status of such Claim. The Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claimnot, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, not agree to be unreasonably withheld a settlement of any Claim which could lead to liability or delayed. iv) The Indemnifying Party that has assumed create any financial or other obligation on the defense part of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that for which the Indemnified Party is reached without not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the written consent part of such Indemnifying the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party, at the request and expense of the Indemnifying Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the Indemnifying Party fails to conduct the defense and handling of any Claim in good faith after having assumed such, then the provisions of Section 14.3.5 below shall govern. 14.3.4 If the Indemnifying Party does not admit give Written Notice to the Indemnified Party, within […***…] days after receipt of the Written Notice from the Indemnified Party of any liability Claim with respect toto which it has indemnification obligation ▇▇▇▇▇▇ this Article 14, of the Indemnifying Party’s election to assume the defense and handling of such Third Party Claim, or settleotherwise elects not to assume the defense and handling of such Claim, compromise the provisions of Section 14.3.5 below shall govern. 14.3.5 In the event that the Indemnifying Party fails to conduct the defense and handling of a claim in good faith as set forth in Section 14.3.3 or dischargeelects not to assume the defense and handling of such Claim as set forth in Section 14.3.4, any Third the Indemnified Party claim without first offering may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party the opportunity to assume in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate, provided, however, that the Indemnified Party shall keep the Indemnifying Party timely apprised of the Third Party claim in accordance with this Section 16.3status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, the Indemnifying Party chooses to defend or prosecute any Third Party claim, shall cooperate with the Indemnified Party will cooperate Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in the defense or prosecution thereof and will furnish handling of such records, information Claim with its own counsel and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all at its reasonable out-of-pocket expenses incurred in connection with such cooperationown expense.

Indemnification Procedure. i) Each 13.3.1 Any ▇▇▇▇▇ Indemnified Party shall notify the other in the event it becomes aware of a claim for which or Zymeworks Indemnified Party seeking indemnification may be sought pursuant to this Article 16. In case any proceeding hereunder (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing (an “Indemnification reasonably promptly after the assertion against the Indemnified Party of any Claim Notice”). The in respect of which the Indemnified Party intends to base a claim for indemnification hereunder, but the failure or delay so to notify the Indemnifying Party and shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party shall promptly meet except to discuss how the extent that the Indemnifying Party demonstrates that its ability to respond defend or resolve such Claim is adversely affected thereby. 13.3.2 Subject to any claims that are the subject matter provisions of such proceeding. At its optionSection 13.3.3 below, the Indemnifying Party may assume shall have the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written right, upon providing notice to the Indemnified Party of its intent to do so within […** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (*…] days after receipt of the “Election Time Period”); with notice from the Indemnified Party being obligated of any Claim, to make all reasonable efforts to obtain any assume the defense and handling of such extension) after Claim, at the Indemnifying Party’s receipt sole expense. 13.3.3 The Indemnifying Party shall select competent counsel in connection with conducting the defense and handling of an Indemnification Claim Noticesuch Claim, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees shall defend or handle the same in writing that, as between the Indemnifying Party and consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii)not, the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, not agree to be unreasonably withheld a settlement of any Claim which could lead to liability or delayed. iv) The Indemnifying Party that has assumed create any financial or other obligation on the defense part of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that for which the Indemnified Party is reached without not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the written consent part of such Indemnifying the Indemnified Party. The Indemnified Party will not admit any liability shall cooperate with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party Party, at the opportunity to assume the defense request and expense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses Party, and shall be entitled to defend or prosecute any Third Party claim, the Indemnified Party will cooperate participate in the defense or prosecution thereof and will furnish handling of such records, information Claim with its own counsel and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all at its reasonable out-of-pocket expenses incurred in connection with such cooperationown expense.

Indemnification Procedure. i(a) Each Party shall notify the other in In the event it becomes aware an Indemnified Party seeks a recovery, in accordance with the terms of a claim for which indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Party ARTICLE 8, in respect of any claim for indemnification (each, a “Claim”), the Indemnified Party shall deliver a written notice (a “Claim Notice”) to the Indemnifying Party. Each Claim Notice shall, with respect to each Claim set forth therein, (i) specify in reasonable detail and in good faith the nature of the Claim being made and (ii) state the aggregate amount of Losses to which indemnity may be sought the Indemnified Party is entitled to indemnification pursuant to this Article 16Section 8.3 or Section 8.5, as applicable, that have been incurred, or a good faith estimate of the aggregate amount of such Losses reasonably expected to be incurred, by Indemnified Party pursuant to such Claim (the “Indemnified PartyClaim Amount”). (b) shall promptly notify If the other Indemnifying Party (wishes to object to the “Indemnifying Party”) allowance of some or all Claims made in writing (an “Indemnification a Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving must deliver a written notice objection (an “Objection Notice”) to the Indemnified Party within ** fifteen (or until 15) Business Days after receipt by the Indemnifying Party of such time provided Claim Notice expressing such objection and explaining in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (reasonable detail and in good faith the “Election Time Period”); with basis therefor. Following receipt by the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Objection Notice, solely for claims, (i) that solely seek monetary damages the Indemnified Party and (ii) as to which the Indemnifying Party expressly agrees in writing thatshall promptly, as between and within thirty (30) Business Days, meet to agree on the rights of the respective parties with respect to each Claim that is the subject of such Objection Notice. In the event that the Indemnified Party and the Indemnifying Party and do not resolve any dispute with respect to a Claim within thirty (30) Business Days of receipt by the Indemnified PartyParty from the Indemnifying Party of the Objection Notice, then the Indemnified Party may commence a legal proceeding to resolve such dispute and enforce its rights with respect thereto in accordance with Section 9.6. (c) If the Indemnified Party does not receive an Objection Notice from the Indemnifying Party by the end of the fifteen (15) Business Day period referred to in Section 8.8(b) above, the Indemnifying Party shall be solely obligated deemed to satisfy have irrevocably waived any right to object to such Claim and discharge to have agreed that Losses in the claim in full (amount of the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions applicable Claim Amount are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim indemnifiable in accordance with the terms of this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation ConditionsARTICLE 8. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i) Each Subject to clause 7.1, the Indemnified Party shall notify the other in the event it becomes aware of may elect to make a claim for which indemnification may be sought pursuant to (a “Claim”) for breaches of the Indemnifying Party’s warranties hereunder. All Claims by the Indemnified Party under this Article 16. In case any proceeding (including any governmental investigation) Agreement shall be instituted involving any asserted and resolved as follows: 7.5.1 The Indemnified Party shall deliver a written notice notifying the Indemnifying Party with reasonable promptness of such Claim and specifying the nature of and basis for such Claim, together with the amount thereof, or if not then reasonably ascertainable, the estimated amount thereof, determined in respect of which indemnity may be sought pursuant to this Article 16, such Party good faith (the a “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, . 7.5.2 If the Indemnifying Party may assume notifies the defense of any Third Indemnified Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice that it does not dispute its liability to the Indemnified Party within ** (with respect to such Claim, or until such time provided in any applicable extension fails to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with notify the Indemnified Party being obligated to make all reasonable efforts to obtain any such extensionwithin fifteen (15) Business Days after the Indemnifying Party’s receipt of an Indemnification date on which the Indemnified Party delivers the Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as Notice to which the Indemnifying Party expressly agrees (the fifteenth Business Day shall be hereinafter referred as the “Claim Maturity Date”) whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to such Claim, the Losses in writing thatthe amount specified the Claim Notice will be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such Losses in the amount specified in the Claim Notice to the Indemnified Party on demand. If the Indemnifying Party has timely (i.e., as between before the Claim Maturity Date) disputed its liability with respect to such Claim, the Indemnifying Party and the Indemnified PartyParty will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within thirty (30) Business Days after the date on which the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written delivered notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred that it disputes its liability with respect to such Claim, such dispute shall be resolved by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel arbitration in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditionsclause 21.2 hereof. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each Party shall notify the other in the event it becomes aware of Whenever any Loss is asserted against or incurred by a claim for which indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party TMC Indemnitee or ALZA Indemnitee (the “Indemnified Party”), the Indemnified Party will give written notice thereof (a “Claim”) shall promptly notify the other Party to ALZA or TMC, respectively (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnified Party will furnish to the Indemnifying Party and in reasonable detail such information as the Indemnified Party shall promptly meet may have with respect to discuss how the Claim. The failure to respond give such notice will not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the failure to any claims that are the subject matter give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. (b) Within [**] after delivery of such proceeding. At its optionnotification, the Indemnifying Party may assume may, upon written notice thereof to the Indemnified Party, and at its expense, undertake the defense of any Third Claims with attorneys of its own choosing. In the event the Indemnifying Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to does not assume control of such defense, the Indemnified Party within ** may undertake the defense of the Claim. (or until c) The Party not controlling such time defense may participate therein at its own expense; provided in any applicable extension to appropriately answer any complaint, that if any, but no longer than ** (the “Election Time Period”); with Indemnifying Party assumes control of such defense and the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Noticereasonably concludes, solely for claimsbased on advice from counsel, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyParty have conflicting interests with respect to such action, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii)suit, the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such proceeding or claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable responsible for the reasonable fees and expenses of counsel to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense solely in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposetherewith; providedprovided further, however, that in no event will the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such engagement defense will keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and will consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party will not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which will not be at unreasonably withheld. The Indemnifying Party will not consent to entry of any judgment or enter into any settlement that admits fault on the party of the Indemnified Party’s own expense unless (a) , except with the engagement thereof has been specifically requested by consent of the Indemnifying Party in writingIndemnified Party, which such consent will not be unreasonably withheld or (b) delayed. In the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case event the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right refuses to consent to the entry of any judgment, enter into any a judgment or a settlement or otherwise dispose of such Damages, on such terms as for which the Indemnifying Party is solely and entirely responsible and has indicated its sole and entire responsibility in writing to the Indemnified Party, in its reasonable discretionfollowing such refusal, will deem appropriate (provided, however that such terms shall include a complete and unconditional release the liability of the Indemnified Indemnifying Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to fixed at the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry amount of any judgment, enter into any settlement or otherwise dispose of such Damages, money damages provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense proposed judgment or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationsettlement.

Indemnification Procedure. iIf any third party shall notify any party to this Agreement (the "Indemnified Party") Each with respect to any matter which may give rise to a claim for indemnification against any other party (the "Indemnifying Party") under this Section 4, then the Indemnified Party shall notify each Indemnifying Party thereof promptly; provided however, that no delay on the other in part of the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Indemnified Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The notifying any Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, relieve the Indemnifying Party may assume from any liability or obligation hereunder unless (and then solely to the defense of extent) the Indemnifying Party thereby is damaged. In the event any Third Indemnifying Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to notifies the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with 10 days after the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after has given notice of the matter that the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claimsParty is assuming the defense thereof, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to defend the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after against the date of assumption of defense in connection matter with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless 's choice reasonably satisfactory to the Indemnifying Party, (aii) the engagement thereof has been specifically requested by the Indemnifying Indemnified Party in writingmay retain separate co-counsel at its sole cost and expense, or (biii) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal matter without the written consent of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3not to be withheld unreasonably, and (iv) the Indemnifying Party will have authority to not consent to the entry of any judgmentjudgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or otherwise dispose of such Damagesclaimant in the matter releases the Indemnified Party for all liability with respect thereto, provided it obtains without the prior written consent of the Indemnified Party, Party not to be unreasonably withheld or delayed. iv) The unreasonably. In the event no Indemnifying Party notifies the Indemnified Party with 10 days after the Indemnified Party has given notice of the matter that has assumed the Indemnifying Party is assuming the defense of thereof, however, the Third Indemnified Party claim in accordance with this Section 16.3 will not be liable for may defend against, or enter into any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, the matter in any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as manner it reasonably may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationdeem appropriate.

Indemnification Procedure. i(a) Each Party shall notify Promptly after the other in the event it becomes aware of a claim for which person seeking indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party Section 9.2 (the “Indemnified Party”) has knowledge of any event or circumstance, including any written claim by a third party, that would reasonably be expected to give rise to indemnification under this Article IX (a “Third-Party Claim”) (but in any event not later than 10 Business Days prior to the time any response to the asserted claim is required), the Indemnified Party shall promptly notify deliver to the other Party person from which indemnification is sought (the “Indemnifying Party”) in writing a notice (an a “Indemnification Claim Notice”). The ) setting forth in reasonable detail a description of the matter giving rise to indemnification hereunder, including, if known, the anticipated Losses; provided, however, that any failure or delay by the Indemnified Party in delivering a Claim Notice to the Indemnifying Party and shall not affect the Indemnified Party’s right to indemnification under this Article IX, except to the extent the Indemnifying Party has been materially prejudiced by such failure or delay. (a) In case the Indemnifying Party shall object to the indemnification of an Indemnified Party shall promptly meet to discuss how to respond to in respect of any claims that are the subject matter of such proceeding. At its optionclaim or in any Claim Notice, the Indemnifying Party, as soon as practicable after receipt by the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice such Claim Notice, shall deliver to the Indemnified Party within ** (or until a written notice to such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages effect and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, within the 30-day period beginning on the date of receipt by the Indemnified Party of such written objection, shall attempt to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall have so objected, and any agreement reached regarding their respective rights with respect to any of such claims shall be solely obligated to satisfy and discharge set forth in a written agreement signed by the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Periodparties. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility are unable to indemnify agree as to any particular item or items or amount or amounts, then either the Indemnified PartyParty or the Indemnifying Party may submit such dispute to a court of competent jurisdiction in accordance with this Agreement. ii(b) Upon assuming After receipt by the defense Indemnifying Party of a Claim Notice of a Third Party claim in accordance with this Section 16.3Claim, the such Indemnifying Party shall be entitled to appoint lead and any local counsel in may, at its option, assume the defense of the Third Indemnified Party claim. Should against such claim (including the employment of counsel of the Indemnifying Party assume and continue the defense of a Third Party claimParty’s choosing). The Indemnified Party, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, shall cooperate in its reasonable discretionthe compromise of, will deem appropriate (providedor defense against, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability claim. Except with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld conditioned or delayed. iv) The , no Indemnifying Party that has shall settle or compromise any Third Party Claim or permit a default judgment or consent to an entry of judgment unless such settlement, compromise or judgment (i) relates solely to money damages, (ii) provides for a full release of the Indemnified Party with respect to the claim(s) being asserted and (iii) does not contain any admission or finding of wrongdoing on behalf of, or impose a restriction on, the Indemnified Party. Until the Indemnifying Party shall have so assumed the defense of the Third Indemnified Party against such claim following the delivery of such Claim Notice, the Indemnified Party may, but shall not be obligated to, undertake the defense of such claim on behalf of and for the account and risk of the Indemnifying Party, and if such Indemnified Party is entitled to indemnification under this Article IX, all reasonable legal and other expenses reasonably incurred by the Indemnified Party shall be borne by the Indemnifying Party. Any Indemnified Party shall have the right to employ one separate counsel reasonably acceptable to the Indemnifying Party, (other than local counsel) in accordance with this Section 16.3 will any such action or claim and to participate in (but not control) the defense thereof either (I) at its own cost and expense or (II) at the Indemnifying Party’s cost and expense if (1) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, (2) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable or (3) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party (provided that, in the case of clauses (1), (2) or (3), the Indemnifying Party shall not be liable for the fees and expenses of more than one firm of counsel for all Indemnified Parties, other than local counsel, in any settlement action or other disposition claim or group of related actions or claims). No Indemnifying Party shall be liable to indemnify any Indemnified Party for any consent to an entry of any Damages by an Indemnified Party that is reached judgment or any compromise or settlement of any such action or claim effected without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). After any such claim has been filed or initiated, each party shall make available to the opportunity other parties and their attorneys and accountants all pertinent information under its control relating to assume such claim which is made available under the terms of a confidentiality agreement or similar protective measures, and the parties agree to render to each other such assistance as they may reasonably require of each other in order to facilitate the proper and adequate defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party such claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each Party shall notify the other in the event it becomes aware of a claim for which The party seeking indemnification may be sought pursuant to under this Article 16. 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 Article 16, such Party Agreement (the “"Indemnified Party”") shall promptly notify the other Party party from which indemnification is being sought (the “"Indemnifying Party”") (or, if indemnification is sought pursuant to the Escrow Agreement, the Representative and the Escrow Agent) of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in writing all events be considered prompt if given (an “Indemnification Claim Notice”)1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (2) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Article VIII; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is given before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party and Indemnified Party shall promptly meet have the right, at its own cost, to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume participate jointly in the defense of any Third Party claim subject to indemnification as provided for third-party claim, demand, lawsuit or other proceeding in this Section 16.3 by giving written notice to connection with which the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complainthas claimed indemnification hereunder, if any, but no longer than ** and may elect (the “Election Time Period”); with "Election") to take over the defense of such claim within 10 business days following Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party being obligated with respect to make all reasonable efforts such claim; provided, however, that theglobe shall be permitted, at its option, to obtain require that the Sellers shall not take over the defense of any claim brought by any Person with which theglobe or the Surviving Corporation has a material business relationship against any member of theglobe Indemnified Group for which indemnification is available pursuant to this Article VIII, and upon exercise of such extension) after option such member of theglobe Indemnified Group shall defend such claim, subject to the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, following conditions: (i) that solely seek monetary damages the Sellers shall be entitled, in their discretion and at their expense, to engage counsel and to participate in any discussions, meetings, negotiations and other communications which may be held or conducted between such member of theglobe Indemnified Group and such customer or supplier, or their respective counsels, with respect to such claim; (ii) as such member of theglobe Indemnified Group shall consult with the Representative before making or communicating to which such customer or supplier, or its counsel, any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of theglobe Indemnified Group shall not settle or otherwise dispose of such claim without the consent of the Representative. If the Indemnifying Party expressly agrees in writing thatmakes an Election, (x) it shall keep the Indemnified Party informed as between to the Indemnifying Party status of the applicable matter and shall send promptly copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the Indemnifying Party sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall be solely obligated to satisfy and discharge deem appropriate; provided, however, that the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If consent of the Indemnified Party fails to promptly provide an Indemnification Claim Noticethe settlement or disposition shall be required if such settlement or disposition shall result in or would reasonably be expected to result in any Liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and such failure materially prejudices (z) the Indemnified Party shall have the right to participate jointly in the defense of such claim, then the Indemnifying Party but shall be relieved of do so at its responsibility own cost not subject to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3reimbursement. If the Indemnifying Party chooses does not elect to defend or prosecute any Third Party take over the defense of a third-party claim, the Indemnified Party will cooperate shall have the right to contest, compromise or settle such claim in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including exercise of its reasonable judgment. (b) Notwithstanding any provision of this Article VIII to the extent possiblecontrary, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded respect to any third-party claim or demand that the Indemnifying Party tois defending, the Indemnified Party shall have the right to retain separate counsel to represent it and reasonable retention the Indemnifying Party shall pay the fees and expenses of such separate counsel if the Indemnified Party receives and certifies to the Indemnified Party that it has received advice of counsel to the effect that there exist sufficient conflicts that make it reasonably necessary or appropriate for separate counsel to represent the Indemnified Party and the Indemnifying Party. (c) The amounts for which an Indemnifying Party shall be liable under Sections 8.2 and 8.3 of this Agreement shall be net of any insurance proceeds received by the Indemnified Party of, records and information that are reasonably relevant to (less the costs of collection of such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse insurance proceeds) compensating the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationLosses of the Indemnified Party for which the Indemnifying Party would otherwise be liable pursuant to this Article VIII.

Indemnification Procedure. i(a) Each Any Infinity Indemnified Party shall notify the other in the event it becomes aware of a claim for which or Intellikine Indemnified Party seeking indemnification may be sought pursuant to this Article 16. In case any proceeding hereunder (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing (an “Indemnification reasonably promptly after the assertion against the Indemnified Party of any Claim Notice”). The in respect of which the Indemnified Party intends to base a claim for indemnification hereunder, but the failure or delay so to notify the Indemnifying Party and shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party shall promptly meet except to discuss how the extent that the Indemnifying Party’s ability to respond defend or resolve such Claim is adversely affected thereby. (b) Subject to any claims that are the subject matter provisions of such proceeding. At its optionSections 17.3(d) and (e) below, the Indemnifying Party may assume shall have the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving right, upon written notice given to the Indemnified Party within ** thirty (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (30) days after receipt of the “Election Time Period”); with notice from the Indemnified Party being obligated of any Claim, to make all reasonable efforts to obtain any assume the defense and handling of such extension) after Claim, at the Indemnifying Party’s receipt sole expense, in which case the provisions of an Indemnification Claim Notice, solely for claims, Section 17.3(c) below shall govern. (ic) that solely seek monetary damages and (ii) as to which If the Indemnifying Party expressly agrees assumes the defense and handling of such Claim: The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in writing thatconnection with conducting the defense and handling of such Claim, as between and the Indemnifying Party and shall defend or handle the same in consultation with the Indemnified Party, and shall keep the Indemnifying Indemnified Party shall be solely obligated to satisfy and discharge timely apprised of the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”)status of such Claim. The Indemnified Party may assume responsibility for shall not settle such defense if Claim without the Litigation Conditions are not satisfied, by prior written notice to consent of the Indemnifying Party within the Election Time PeriodParty. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the The Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3not, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, not agree to be unreasonably withheld a settlement of such Claim which could lead to liability or delayed. iv) The Indemnifying Party that has assumed create any financial or other obligation on the defense part of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that for which the Indemnified Party is reached without not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the written consent part of such Indemnifying the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party, at the request and expense of the Indemnifying Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. Notwithstanding the foregoing, in the event the Indemnifying Party fails to conduct the defense and handling of any Claim in good faith after having assumed such, then the provisions of Section 17.3 (e) below shall govern. (d) If the Indemnifying Party does not admit give written notice to the Indemnified Party, within thirty (30) days after receipt of the notice from the Indemnified Party of any liability with respect toClaim, or settleof the Indemnifying Party’s election to assume the defense and handling of such Claim, compromise or dischargethe provisions of Section 17.3(e) below shall govern. (e) Unless Section 17.3(c) applies: The Indemnified Party may, any Third Party claim without first offering at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party the opportunity to assume in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate; provided, however, that the Indemnified Party shall keep the Indemnifying Party timely apprised of the Third status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party claim in accordance with this Section 16.3shall not settle such Claim without the prior written consent of the Indemnified Party. If the Indemnified Party defends or handles such Claim, the Indemnifying Party chooses to defend or prosecute any Third Party claim, shall cooperate with the Indemnified Party will cooperate Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. (f) In the event a Claim is based partially on an indemnified claim and partially on a non-indemnified claim or prosecution thereof based partially on a claim indemnified by one Party and will furnish such recordspartially on a claim indemnified by the other Party, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested any payments in connection with such Third Claim shall be apportioned between the Parties in accordance with the degree of cause attributable to each Party. (g) Nothing in this Section 17 will act to negate any obligation under common law of either Party claim. Such cooperation will include access during normal business hours afforded to mitigate damages with respect to any Claim for which such Party is seeking indemnification from the Indemnifying other Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each Party shall notify Promptly after the other in incurrence of any Damages by the event it becomes aware of a claim for which party seeking indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party hereunder (the “Indemnified Party”), including, without limitation, any claim by a third party described in Section 9.4(d) hereof, which might give rise to indemnification hereunder or the discovery of any facts or circumstances that the Indemnified Party believes may result in an indemnification claim hereunder, the Indemnified Party shall promptly notify deliver to the other Party party from which indemnification is sought (the “Indemnifying Party”) in writing and all Sellers a certificate (an the “Indemnification Claim NoticeCertificate”). The , which Claim Certificate shall: (i) state that the Indemnified Party has paid or properly accrued Damages, or anticipates that it shall incur liability for Damages for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of Damages included in the amount so stated to the extent known, the date such item was paid or properly accrued (if applicable), the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty or breach of covenant or claim to which each such item is related and the computation of the amount, if reasonably capable of computation to which such Indemnified Party claims to be entitled hereunder; provided, however, that the failure to deliver such Claim Certificate shall not relieve the Indemnifying Party and of its obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. (b) In case the Indemnifying Party shall object to the indemnification of an Indemnified Party shall promptly meet to discuss how to respond to in respect of any claim or claims that are the subject matter of such proceeding. At its optionspecified in any Claim Certificate, the Indemnifying Party may assume shall, within 10 Business Days after receipt by the defense Indemnifying Party of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice such Claim Certificate, deliver to the Indemnified Party within ** (or until a written notice to such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages effect and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyParty shall, within the 10 Business Day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such 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 items or amount or amounts, then the Indemnified Party and the Indemnifying Party shall submit such dispute to arbitration pursuant to Section 10.7. (c) Claims for Damages specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within 10 Business Days of receipt of such Claim Certificate, claims for Damages covered by a memorandum of agreement of the nature described in Section 9.4(b) and claims for Damages the validity and amount of which have been the subject of a Final Determination under Section 10.7, are hereinafter referred to, collectively, as “Agreed Claims.” Within 10 Business Days of the determination of the amount of any Agreed Claims, subject to the limitations of this Article IX, the Indemnifying Party shall pay to the Indemnified Party an amount equal to the Agreed Claim by cashier’s check or wire transfer to the bank account or accounts designated in writing by the Indemnified Party not less than one Business Day prior to such payment. Any such amount required to be solely obligated paid by Sellers shall be paid from the Escrow Amount, to satisfy and discharge the extent available. (d) Promptly after the assertion by any third party of any claim against any Indemnified Party that in full (the matters described in (i) and (ii), the “Litigation Conditions”). The reasonable judgment of such Indemnified Party may assume responsibility result in the incurrence by such Indemnified Party of Damages for which such defense if the Litigation Conditions are not satisfiedIndemnified Party would be entitled to indemnification pursuant to this Agreement, by written notice such Indemnified Party shall deliver to the Indemnifying Party within a written notice describing in reasonable detail such claim and such Indemnifying Party may, at its option, assume the Election Time Period. If defense of the Indemnified Party fails against such claim (including the employment of counsel, who shall be reasonably satisfactory to promptly such Indemnified Party) at such Indemnifying Party’s expense. Any failure on the part of the Indemnified Party to provide an Indemnification Claim Notice, and prompt notice shall not limit any of the obligations of the Indemnifying Party (except to the extent such failure materially prejudices the defense of such claim). Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, then but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party shall be relieved of its responsibility to indemnify Party. Notwithstanding the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3foregoing, the Indemnifying Party shall not be entitled to appoint lead assume such control, and any local counsel shall be responsible for the fees and expenses of the Indemnified Party’s counsel, if (i) the Indemnifying Party shall have failed, within 15 Business Days after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim or to notify the Third Indemnified Party in writing that it shall assume the defense of such claim. Should , (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party assume and continue such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party, or (iv) the Indemnified Party shall have been advised in writing by counsel that the assumption of such defense by the Indemnifying Party would be inappropriate due to an actual or potential conflict of interest (provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one firm of counsel for all Indemnified Parties, other than local counsel). No Indemnifying Party shall be liable to indemnify any Indemnified Party for any settlement of any such action or claim effected without the consent of the Indemnifying Party, but if settled with the written consent of the Indemnifying Party, or if there be a Third final judgment for the plaintiff in any such action, the Indemnifying Party claimshall indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement or judgment, except as otherwise subject to the limitations set forth in this Article IX. If the Indemnifying Party shall assume the defense of any claim in accordance with the provisions of this Section 16.39.4(d), the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains obtain the prior written consent of the Indemnified Party, Party (which shall not to be unreasonably withheld or delayed. ivwithheld) The Indemnifying before entering into any settlement of such claim if the settlement does not release the Indemnified Party that has assumed from all liabilities and obligations with respect to such claim, the defense settlement is in excess of the Third Party claim maximum liability set forth in accordance with this Section 16.3 will not be liable for any 9.2 or 9.3, as applicable, or the settlement imposes injunctive or other disposition of any Damages by an equitable relief against the Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to and the Indemnifying Party each agrees to fully cooperate in all matters covered by this Section 9.4(d), including, as required, the opportunity to assume furnishing of books and records, personnel and witnesses and the execution of documents, in each case as necessary for any defense of the Third Party such third party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including at no cost to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information other party (provided that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket pockets expenses of the Indemnified Party incurred in connection with such cooperationthe foregoing shall be considered part of Damages hereunder).

Indemnification Procedure. i(a) Each Party shall notify the other in In the event it becomes aware of a claim for which that indemnification may be sought pursuant under this Article VIII (an “Indemnification Claim”) in connection with any action, suit or proceeding that may be instituted or asserted by any Person not a party to this Article 16. In case any proceeding Agreement (including any governmental investigation) shall be instituted involving any a “Third Party in respect of which indemnity may be sought pursuant to this Article 16Action”), such Party the party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify cause written notice of the other assertion of such Indemnification Claim to be delivered to the Party from whom indemnification hereunder is sought (the “Indemnifying Party”) prior to the expiration of the applicable survival period set forth in writing Section 8.1; provided, however, that no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (an “Indemnification Claim Notice”)and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party shall promptly meet Party, and to discuss how to respond to defend against, negotiate, settle or otherwise deal with any claims that are the subject matter of such proceeding. At its optionIndemnification Claim and, if the Indemnifying Party may assume elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the defense nature of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** writing (the “Election Time PeriodDefense Assumption Notice”); with ) of its intent to indemnify and hold harmless the Indemnified Party being obligated from and against the entirety of any and all Losses, subject to make all the other provisions of this Article VIII, that the Indemnified Party may suffer resulting from arising out of, or relating to, in the nature or, or caused by the Third Party Action; provided, however, that if within a reasonable efforts time period (not to obtain any such extensionexceed ninety (90) after days) following the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which date the Indemnifying Party expressly agrees in writing that, as between delivers the Indemnifying Party and Defense Assumption Notice to the Indemnified Party, the Indemnifying Party discovers or identifies new facts or circumstances which lead such Indemnifying Party to reasonably believe that such claim is not a claim that results or would result in the incurrence by such Indemnified Party of any Loss for which such Indemnified Party would be entitled to indemnification from such Indemnifying Party pursuant to this Article VIII, such Indemnifying Party may promptly (but in any event within such ninety (90) day period) notify the Indemnified Party in writing of such facts or circumstances and state that such Indemnifying Party is retracting the Defense Assumption Notice and, thereafter, the Defense Assumption Notice shall be solely obligated of no further force and effect and the Indemnifying Party shall no longer be entitled to satisfy and discharge assume the defense of such claim in full (nor shall it be required to indemnify or hold harmless the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for against such defense if Losses, provided that the Litigation Conditions are delivery of such written notification would not satisfied, by written notice materially prejudice the Indemnified Party’s ability to conduct a good faith defense. If the Indemnifying Party within the Election Time PeriodDispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim (and, such defense shall not prevent such Indemnified Party from being able to seek to obtain indemnification from the Indemnifying Party pursuant to the terms of this Article VIII). If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party fails to promptly provide an Indemnification Claim Noticemay participate, and such failure materially prejudices at its own expense, in the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeIndemnification Claim; provided, however, that such engagement will Indemnified Party shall be entitled to participate in any such defense with separate counsel at the Indemnified Party’s own expense unless of the Indemnifying Party if (ax) the engagement thereof has been specifically so requested by the Indemnifying Party in writing, to participate or (by) in the Indemnifying Party has failed reasonable opinion of counsel to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld a conflict or delayed. iv) The potential conflict exists between the Indemnified Party and the Indemnifying Party that has assumed would make such separate representation advisable; provided, further, however, that the defense Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any single Indemnification Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of the Third Party claim any such Indemnification Claim. Notwithstanding anything in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an 8.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party that is reached shall, without the written consent of the other Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such Party provide to such other Party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party. The ’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 8.4, pay the amount called for by such offer, and the Indemnified Party will not admit declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect toto such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer; or (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. (b) In the event that an Indemnified Party determines to assert any claim against an Indemnifying Party hereunder which does not involve an action, suit, proceeding or settleclaim by a third party not party to this Agreement, compromise or discharge, any Third such Indemnified Party claim without first offering shall assert such Indemnification Claim by sending written notice to the Indemnifying Party describing in reasonable detail the opportunity to assume nature of such claim and the defense Indemnified Party’s estimate of the Third amount of Losses attributable to such claim. (c) After any final and non-appealable decision, judgment or award shall have been rendered by a court of competent jurisdiction, or a settlement or arbitration shall have been consummated, or the Indemnified Party claim in accordance with this Section 16.3. If and the Indemnifying Party chooses shall have arrived at a mutually binding agreement (any such event a “Final Determination”) with respect to defend or prosecute any Third Party claimIndemnification Claim hereunder, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to then the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant shall pay any amount so determined to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationParty.

Indemnification Procedure. i(a) Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification of any Claim Notice”)or Losses for which it is entitled to indemnification pursuant to Section 13.2 or 13.3, as applicable. Concurrent with the provision of notice pursuant to this section, the Indemnified Party shall 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 shall promptly meet to discuss how to respond to such Claim. Failure to provide prompt notice shall not relieve any claims that are Party of the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject duty to indemnification as provided for in this Section 16.3 by giving written notice defend or indemnify except to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and extent such failure materially prejudices the defense of any matter. Each Party agrees that it will take reasonable steps to minimize the burdens of the litigation on witnesses and on the ongoing business of the Indemnified Parties, including making reasonable accommodations to witnesses’ schedules when possible and seeking appropriate protective orders limiting the duration and/or location of depositions. (b) Should either Party dispute that any Claim or portion of a Claim (“Disputed Claim”) of which it receives notice pursuant to Section 13.4(a), is an indemnifiable Claim, it shall so notify the other Party providing written notice in sufficient time to permit such claimother Party to retain counsel and timely appear, then the Indemnifying answer and/or move in any such action. In such event, such other Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by defend against such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeClaim; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by other Party shall not settle any Claim that it contends is an indemnified Claim without providing the Indemnifying Party in writing, or ten (b10) the Indemnifying Party has failed Business Days’ notice prior to any such settlement and an opportunity to assume and actively further the defense and engage counsel in accordance with indemnification of such Claim pursuant to this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject Agreement. If it is determined that a Disputed Claim is subject to the Litigation Conditions being satisfiedindemnification, the Indemnifying Party will have reimburse the sole right to consent to the entry of any judgmentcosts and expenses, enter into any settlement or otherwise dispose of such Damagesincluding reasonable attorneys’ fees, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each Party Subject to the provisions of Section 8.3(d), the indemnified party (the "INDEMNIFIED PARTY") shall notify give the other in indemnifying party (the "INDEMNIFYING PARTY") prompt notice of any Losses (or potential Losses) which may be covered under this Article VIII and such notice shall state the basis for the claim, action or proceeding and the amount thereof (to the extent such amount is determinable at the time when such notice is given). In the event it becomes aware of the notice relates to a claim claim, assertion, action, suit or proceeding by a third party ("THIRD PARTY CLAIM") for which indemnification may be sought pursuant to this Article 16. 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 Article 16is provided hereunder, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, permit the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension its insurance company) to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then assertion, action, suit or proceeding and the Indemnifying Party (or its insurance company) may (i) prior to the commencement of any proceedings in connection with such Losses, undertake the negotiation of any resolution of the dispute relating to such Losses, including in accordance with the terms hereof any settlement or release, or (ii) undertake the defense of any proceeding (including any alternative dispute resolution proceeding) regarding such Losses by selecting legal counsel who shall be relieved reasonably acceptable to the Indemnified Party. Failure of the Indemnifying Party to notify an Indemnified Party of its responsibility election to indemnify undertake the Indemnified Party's defense of a Third Party Claim within a reasonable time, but in no event more than thirty (30) days after notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to undertake the defense of such Third Party Claim. Will▇▇▇ ▇▇▇▇ & ▇allagher, Neal, Gerber & Eise▇▇▇▇▇ ▇▇▇ counsel for the Indemnifying Party's insurance company shall be deemed reasonably acceptable to the Indemnified Party. ii(b) Upon assuming Provided the Indemnifying Party shall have undertaken the Indemnified Party's defense of a Third Party Claim with legal counsel reasonably acceptable to the Indemnified Party, and shall have so notified the Indemnified Party, the Indemnified Party shall be entitled to participate at its own expense in the aforesaid negotiation or defense of any claim relating to such Losses (subject to reimbursement to the limited extent provided in accordance with this Section 16.38.3(e)), but such negotiations or defense shall be controlled by counsel to the Indemnifying Party. (c) Except as provided in Section 8.3(e), the Indemnifying Party shall not be entitled liable for payments relating to appoint lead and the resolution of any local counsel dispute or any settlement of any litigation or proceeding effected without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not, in the defense of the any such Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claimClaim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgmentjudgment or award, or enter into any settlement, except in either event with the prior consent of each Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent any Indemnified Party declines to consent to a bona fide offer of settlement or otherwise dispose compromise, the Indemnifying Party shall continue to defend, but the amount of such Damages, on such terms as offer shall be the limit of the Indemnifying Party's liability with respect to such claim, action or proceeding with respect to the Indemnified Party that declined such offer. Notwithstanding the foregoing, the Indemnifying Party shall not, without the Indemnified Party's written consent (which consent may be withheld in its reasonable discretion, will deem appropriate (provided, however that such terms shall the sole and absolute discretion of the Indemnified Party) resolve any dispute or settle or compromise any claim regarding Losses from a Third Party Claim or consent to entry of any judgment which would impose an injunction or other equitable relief upon the Indemnified Party or which does not include a complete and as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability with in respect thereto)of any such Losses. (d) The failure to give notice of a claim under this Article VIII shall not release the Indemnifying Party of its obligations under this Article VIII, and will transfer except to the extent of the actual harm suffered thereby. (e) In the event the Indemnifying Party fails after notice from the Indemnified Party to timely undertake negotiation of any dispute or defend, contest or otherwise protect against any claim or suit with respect to a Third Party Claim, and to so notify the Indemnified Party, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the Indemnifying Party, including reasonable attorneys' and experts' fees, disbursements and all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal paid as a result of such claim prior to or suit or the time compromise or settlement thereof. The Indemnified Party shall cooperate and provide such payments become due by assistance as the Indemnified Party. With respect to all other Damages Indemnifying Party may reasonably request in connection with Third Party claims, where the Indemnifying Party has assumed negotiation of any dispute and the defense of the Third Party claim in accordance with this Section 16.3, matter subject to indemnification and the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of shall reimburse the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested 's reasonable costs incurred thereafter in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded and assistance. (f) Notwithstanding anything to the Indemnifying Party tocontrary contained herein, and reasonable retention by neither Seller nor the Indemnified Party of, records and information that are reasonably relevant Company shall be entitled to such Third Party claim, and making employees and agents available on indemnification hereunder for any Losses to the extent it has received a mutually convenient basis credit therefor pursuant to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.Article V.

Indemnification Procedure. i(a) Each Party shall notify Any party seeking indemnification (the "Indemnified Party") from any other in party (the event it becomes aware of a claim for which indemnification may be sought "Indemnifying Party") with respect to any claim, demand, action, proceeding or other matter pursuant to this Article 16. In case any proceeding Agreement other than a claim by Purchaser with respect to Taxes (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”a "Claim") shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party of the existence of the Claim, setting forth in reasonable detail the facts and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its optioncircumstances pertaining thereto, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided basis for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until Party's right to indemnification, the amount of Damages for which indemnification is being asserted, if known, and, in the case of third party claims, such time provided in any applicable extension to appropriately answer any complaintnotice shall be accompanied by copies of all relevant pleadings, demands and other papers, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify served on the Indemnified Party. ii(b) Upon assuming the defense of If any third party shall notify any Indemnified Party with respect to any matter which may give rise to a Third Party claim in accordance with this Section 16.3, Claim for indemnification against the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claimunder this Agreement, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to then the Indemnified Party for any legal expenses subsequently incurred by such Indemnified shall promptly notify each Indemnifying Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposethereof; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced by such engagement failure to give notice. In the event that any Indemnifying Party notifies the Indemnified Party within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party would be required to indemnify the Indemnified Party in full against any such Claim and is assuming the defense thereof: (i) the Indemnifying Party will be at defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party’s own ; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense unless (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel (a) to the engagement thereof has been specifically requested by extent the Indemnified Party concludes reasonably based upon written advice of counsel that a conflict of interest exists between the Indemnified Party and Indemnifying Party in writing, or (b) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party has failed and such Indemnified Party shall have been advised in writing by counsel that there may be one or more material legal defenses available to assume and actively further the defense and engage counsel in accordance with this Section 16.3 Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party, but the assertion of which would be materially adverse to the interest of the Indemnified Party); (in which case iii) the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose with respect to the matter without the written consent of such Damages, on such terms as the Indemnifying PartyParty (not to be withheld or delayed unreasonably); (iv) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement (other than with respect to a judgement or settlement involving exclusively money damages), in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably), provided, that, in the case of entry of any such judgement or settlement (to the extent involving exclusively money damages), the claimant or plaintiff in the matter shall have provided the Indemnified Party a written release from all liability with respect thereto; and (v) subject to Section 10.3(d), and will transfer within 30 days after the Determination Date with respect to a third party Claim, the Indemnifying Party shall pay the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal the amount of such claim prior to the time such payments become due Damages incurred by the Indemnified Party. With As used herein, the term "Determination Date" shall mean the date on which the Determination is final, legally binding, and non-appealable. As used herein, the term "Determination" shall mean (i) the final non-appealable judgment by a court of competent jurisdiction with respect to all other Damages in connection with Third Party claims, where the any third party Claim covered by this Article X or (ii) a compromise and settlement agreement executed and delivered by both Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an and Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, to any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with third party Claim covered by this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.Article X.

Indemnification Procedure. (i) Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within [** **] (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than [** **] (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. (ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. (iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said such Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld withheld, delayed or delayedconditioned. (iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each Party shall notify For the other in the event it becomes aware avoidance of a claim for which doubt, all indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Party claims in respect of which indemnity may an NVS Indemnitee or Pliant Indemnitee shall be sought pursuant to this Article 16made solely by NVS or Pliant, such respectively. (b) A Party seeking indemnification hereunder (the “"Indemnified Party”") shall promptly notify the other Party (the “"Indemnifying Party”") in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (an “"Indemnification Claim Notice”"); provided, that the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). The Upon the request of the Indemnifying Party and Party, the Indemnified Party shall furnish promptly meet to discuss how to respond to any claims that are the subject matter Indemnifying Party copies of all correspondence, communications, and official documents (including court documents) received or sent in respect of such proceeding. At its optionClaim. (c) Subject to Section 17.3(d) and Section 17.3(e), the Indemnifying Party may shall have the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice [***], to assume the defense and handling of such Claim, at the Indemnifying Party's sole expense, in which case Section 17.3(d) shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee with respect to the Claim, nor shall it constitute a waiver by the Indemnifying Party of any Third defenses it may assert against any Indemnified Party's claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party claim subject is not obligated to indemnification as provided indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable documented costs and expenses (including reasonable attorneys' fees and costs of suit) and any losses incurred by the Indemnifying Party in this Section 16.3 by giving its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party Party, within [** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) *] days after the Indemnifying Party’s receipt of an the Indemnification Claim Notice, solely for claimsof the Indemnifying Party's election to assume the defense and handling of such Claim [***], Section 17.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party [***]: (i) that solely seek monetary damages the Indemnifying Party shall have the right to and shall assume sole control and responsibility for defending and handling the Claim; (ii) as to which the Indemnifying Party expressly agrees may, at its own cost, appoint as counsel in writing thatconnection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle such Claim on any terms the Indemnifying Party chooses; provided, as between however, that it shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Agreement or which admits any wrongdoing or responsibility for the Claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder such Claim with its own counsel and to engage counsel of at its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Partyexpense. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimIn particular, the Indemnified Party will cooperate in the defense or prosecution thereof and will shall furnish such records, information information, and testimony, provide such witnesses including to the extent possiblewitnesses, former employees and attend such conferences, discovery proceedings, hearings, trials trials, and appeals as may be reasonably requested in connection with such Third Party claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claimClaim, and making the Indemnified Party, the Indemnitees, and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The records or information provided. (e) If the Indemnifying Party will reimburse does not assume the defense of the Indemnified Party for all its reasonable out-of-pocket expenses incurred in accordance with Section 17.3(c), the Indemnified Party may, at the Indemnifying Party's expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such cooperationClaim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. If the Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party's request but at no expense to the Indemnified Party and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. (f) 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 the Parties cannot agree as to the application of Section 17.1 or Section 17.2 as to any Claim, pending resolution of such dispute, 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 17.1 or Section 17.2 upon resolution of the underlying Claim.

Indemnification Procedure. i(a) Each Party shall promptly notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 1612, it being understood and agreed, however, that the failure by an Indemnified Party to give prompt notice of such a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give prompt notice. 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 Article 1612, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceedingIndemnification Claim Notice. At its option, the The Indemnifying Party may shall assume direction and control of the defense of any Third Party the claim that is the subject to indemnification as provided for in this Section 16.3 by giving written notice to of the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, Notice (including the right to settle the Claim solely for claims, (imonetary consideration) that solely seek monetary damages and (ii) as using counsel reasonably satisfactory to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall be solely obligated to satisfy and discharge the claim Party) in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii(b) Upon assuming the defense of a Third Party claim in accordance with this Section 16.312.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.312.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.312.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (ai) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (bii) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 12.3 (in which case the Indemnified Party will control the defense), or . (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the The Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however however, that the Indemnifying Party shall not agree to any settlement of such terms shall action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party or that limits the Indemnified Party’s rights under this Agreement without the prior written consent of the Indemnified Party) and will transfer to the Indemnified Party all amounts which said such Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.312.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided that it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv(d) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 12.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.312.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation. (e) The Indemnified Party shall take and shall procure that its Affiliates, Sublicensees, agents, directors, offices and employees take all such reasonable steps and action as are reasonably necessary or as the Indemnifying Party may reasonably require to mitigate any Third Party claim subject to indemnification in accordance with this Section 12.3. Nothing in this Agreement shall or shall be deemed to relieve the Indemnified Party of any common law or other duty to mitigate any losses incurred by it.

Indemnification Procedure. i(a) Each Party shall notify For the other in the event it becomes aware avoidance of a claim for which doubt, all indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Party claims in respect of which indemnity may a Novartis Indemnitee or Quark Indemnitee shall be sought pursuant to this Article 16made solely by Novartis or Quark, such respectively. (b) A Party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (an “Indemnification Claim Notice”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party and Party, the Indemnified Party shall furnish promptly meet to discuss how to respond to any claims that are the subject matter Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such proceeding. At its optionClaim. (c) Subject to the provisions of sub-Sections (d) and (e) below, the Indemnifying Party may shall have the right, upon written notice given to the Indemnified Party within [*] after receipt of the Indemnification Claim Notice to assume the defense and handling of any Third such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of sub-Section (d) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party claim subject to indemnification as provided for in this Section 16.3 by giving [*]. In the event that it is [*]. If the Indemnifying Party does not give written notice to the Indemnified Party Party, within [** (or until such time provided in any applicable extension to appropriately answer any complaint] after receipt of the Indemnification Claim Notice, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after of the Indemnifying Party’s receipt election to assume the defense and handling of an Indemnification such Claim, the provisions of sub-Section (e) below shall govern. (d) Upon assumption of the defense of a Claim Notice, solely for claims, by the Indemnifying Party: (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated have the right to satisfy and discharge shall assume [*] control and responsibility for dealing with the claim Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in full connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by [*]; (iii) the matters described in (i) Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (ii), iv) the “Litigation Conditions”)Indemnifying Party shall have the right to [*]. The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, [*] and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim[*]. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimIn particular, the Indemnified Party will cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claimClaim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The records or information provided. (e) If the Indemnifying Party will reimburse does not give written notice to the Indemnified Party for all its reasonable outas set forth in sub-of-pocket expenses incurred Section (c) or fails to conduct the defense and handling of any Claim in connection with good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, [*]. In such cooperationevent, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim [*]. If the Indemnified Party defends or handles such Claim, the Indemnifying Party [*], and shall be [*].

Indemnification Procedure. A party making a claim for indemnification under Section 10.1 or Section 10.2 shall be, for the purposes of this Agreement referred to as an “Indemnified Party” and a party against whom such claims are asserted under Section 10.1 or Section 10.2 shall be, for the purposes of this Agreement, referred to as an “Indemnifying Party.” All claims by any Indemnified Party under Section 10.1 or Section 10.2 shall be asserted and resolved as follows: (a) In the event that (i) Each any action, application, suit, demand, claim or legal, administrative, arbitration or other alternative dispute resolution proceeding, hearing or investigation (each, a “Proceeding”) is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall notify have a claim to be indemnified by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim” and, together with Third Party Claims, “Indemnification Claims”), the other in the event Indemnified Party shall, promptly after it becomes aware of a claim for which indemnification may be sought pursuant Third Party Claim (and in any event, within thirty (30) days), or facts supporting a Direct Claim, send to this Article 16. In case the Indemnifying Party a written notice specifying the nature of such Proceeding giving rise to any proceeding (including any governmental investigation) shall be instituted involving any such Third Party Claim or Direct Claim in respect reasonable detail in light of which indemnity may be sought pursuant the facts then known to this Article 16, such Party (the “Indemnified Party”, and, if practicable in the Indemnified Party’s reasonable judgment, the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of such Proceeding) shall promptly notify the other Party (the a “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party , together with copies of all notices and documents (including court papers) served on or received by the Indemnified Party shall promptly meet to discuss how to respond to any claims in the case of a Third Party Claim, provided, however, that are a delay (including a delay beyond the subject matter of such proceeding. At its option, aforementioned thirty (30) day period) in notifying the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (delivering copies of the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extensionaforementioned notices and documents) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which shall not relieve the Indemnifying Party expressly agrees in writing of its obligations under Section 10.1 or Section 10.2 except to the extent that (and only to the extent that, as between ) (x) the Indemnifying Party and the Indemnified Party, applicable Claims Period has expired prior to such notice or (y) the Indemnifying Party shall be solely obligated to satisfy and discharge have been materially prejudiced by the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If failure of the Indemnified Party fails to promptly provide an Indemnification Claim Noticegive such notice or deliver such documents or notices, and such failure materially prejudices the defense of such claim, then in which case the Indemnifying Party shall be relieved of its responsibility obligations under Section 10.1 or Section 10.2 only to indemnify the Indemnified Partyextent of such material prejudice. ii(b) Upon assuming In the defense event of a Third Party claim in accordance with this Section 16.3Claim, the Indemnifying Party shall be entitled have the right to appoint lead defend against and any local counsel in direct the defense of such Third Party Claim, provided, however, that the Indemnifying Party shall have acknowledged in writing to the Indemnified Party its obligation to indemnify the Indemnified Party as provided hereunder (subject to the limitations set forth herein). If the Indemnifying Party elects to defend against and direct the defense of any Third Party Claim, it shall within thirty (30) days (or sooner, if the nature of the Third Party claim. Should Claim so requires) (the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to “Dispute Period”) notify the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeintent to do so; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in must conduct its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim Claim actively and diligently thereafter in accordance with order to preserve its rights in this Section 16.3, regard. If the Indemnifying Party will does not elect within the Dispute Period to defend against and direct the defense of any Third Party Claim, fails to notify the Indemnified Party of its election during the Dispute Period, contests its obligation to indemnify the Indemnified Party for such damages under this Agreement or fails to actively and diligently conduct its defense of the Third Party Claim, the Indemnified Party may defend against and direct the defense of such Third Party Claim. If the Indemnifying Party elects to defend against and direct the defense of such Third Party Claim and appoint counsel in connection therewith, (i) the Indemnifying Party shall use its commercially reasonable efforts to defend and protect the interests of the Indemnified Party with respect to such Third Party Claim, (ii) the Indemnified Party may participate, at its own expense, in the defense of such Third Party Claim (though not as counsel of record) and (iii) the Indemnified Party shall have authority the right to consent engage separate counsel in connection therewith, but such counsel shall appear as counsel of record for the Indemnified Party and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if, and only if, (x) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable, (y) the Indemnifying Party requests that the Indemnified Party participate in such defense or (z) the Indemnifying Party shall not have engaged counsel within a reasonable time (but not more than thirty (30) days) after notice of the institution of such Third Party Claim. Except as provided in the preceding sentence, nothing in this Section 10.3 shall require the Indemnifying Party to be responsible for the fees and expenses of more than one law firm for one or more Indemnified Parties at any time in connection with the defense against a Third Party Claim. If reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in defending and contesting any Proceeding giving rise to the Third Party Claim which the Indemnifying Party defends. No Third Party Claim may be settled or compromised, or offered to be settled or compromised, or a default permitted or an entry of any judgmentjudgment consented to (each, enter into any settlement a “Settlement”) (A) by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or otherwise dispose of such Damagesdelayed), provided it obtains or (B) by the Indemnifying Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, in the case of a consent from an Indemnified Party, such consent shall not be required in the event such Settlement (1) includes a full release of the Indemnified Party and (2) involves only monetary damages that will be paid in full by the Indemnifying Party. Notwithstanding the foregoing, if a Third Party Claim seeks relief other than the payment of monetary damages or if any relief sought would result in the imposition of an Order that would materially restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, then the Indemnified Party alone shall be entitled to contest, defend and resolve (subject, with respect to any Settlement, to obtaining the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. iv) The such Third Party Claim in the first instance and, if the Indemnified Party does not contest, defend and resolve such Third Party Claim, the Indemnifying Party that has assumed shall then have the defense right to contest and defend (but not enter into a Settlement without the consent of the Indemnified Party, which consent may be withheld in the Indemnified Party’s sole discretion) such Third Party claim in accordance with this Section 16.3 will not be liable for Claim. In the event any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability enters into a Settlement with respect to, or settle, compromise or discharge, to any Third Party claim without first offering Claim in violation of either of the two immediately preceding sentences, such Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Section 10.3 with respect to such Third Party Claim. (c) After any final decision, judgment or award shall have been rendered by a Governmental Entity or arbitrator of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a Settlement or arbitration shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to an Indemnification Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party the opportunity to assume the defense notice of the Third Party claim in accordance with this Section 16.3. If any sums due and owing by the Indemnifying Party chooses pursuant to defend or prosecute any Third this Agreement with respect to such matter and the Indemnifying Party claimshall make prompt payment thereof by wire transfer in immediately available funds within five (5) Business Days after the date of such notice or, if required earlier, pursuant to the terms of the agreement reached with respect to the Indemnification Claim. (d) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party will cooperate in within thirty (30) days of receipt of a Claim Notice whether the defense or prosecution thereof Indemnifying Party disputes such Indemnification Claim. From and will furnish such after the delivery of a Claim Notice under this Agreement, at the reasonable request of either Party, each Party shall grant the other and its Agents reasonable access to the books, records, information Agents and testimony, provide properties of such witnesses including Party to the extent possiblereasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions which will not unreasonably interfere with the business and operations of such Party. The Party requesting access will not, former employees and attend such conferencesshall use its reasonable best efforts to cause its Agents not to, discovery proceedings, hearings, trials and appeals as may be reasonably requested use (except in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded Claim Notice) or disclose to any third person other than the Indemnifying Party to, and reasonable retention Party’s Agents (except as may be required by applicable Law) any information obtained pursuant to this Section 10.3(d) which is designated as confidential by the Indemnified other Party. Notwithstanding the foregoing, neither Party of, records and shall have access to (i) any medical or other employee information that are reasonably relevant is contained in the personnel records of the other Party or its Affiliates and the disclosure of which would subject that Party or such Affiliate to such Third Party claimrisk of liability, and making employees and agents available on a mutually convenient basis to provide additional (ii) any information and explanation which is subject of any material provided hereunder. The Indemnifying attorney-client or other privilege or immunity from disclosure in favor of the other Party will reimburse or its Affiliates or (iii) any information the Indemnified disclosure of which would cause the other Party for all or any of its reasonable out-of-pocket expenses incurred in connection with such cooperationAffiliates to violate applicable Law. (e) Notwithstanding the foregoing, any Tax Proceeding shall be governed by Section 7.7(f) and not by the provisions of this Section 10.3.

Indemnification Procedure. i(a) Each Party shall notify Any party seeking indemnification (the "Indemnified Party") from any other in party (the event it becomes aware of a claim for which indemnification may be sought "Indemnifying Party") with respect to any claim, demand, action, proceeding or other matter (the "Claim") pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) Agreement shall promptly notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the existence of the Claim, setting forth in reasonable detail the facts and circumstances pertaining thereto and the basis for the Indemnified Party's right to indemnification. (an “Indemnification b) In the event that any third party notifies any Indemnified Party with respect to any matter which may give rise to a Claim Notice”). The for indemnification against the Indemnifying Party and under this Agreement, then the Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, notify the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeClaim; provided, however, that such engagement will be at no delay on the part of the Indemnified Party’s own expense Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (aand then solely to the extent) the engagement thereof has been specifically requested Indemnifying Party is prejudiced by such failure to give notice. The Indemnifying Party, upon waiver of its right to contest the liability for which indemnification is being sought and demonstration by the Indemnifying Party of its financial ability to satisfy any resulting judgment to the reasonable satisfaction of the Indemnified Party, shall have the right to assume defense of the Claim if notice is given to the Indemnified Party within ten (10) days after receipt of notice of such Claim. If the Indemnifying Party assumes defense of the Claim as provided in writingthe preceding sentence, then: (i) the Indemnifying Party will diligently defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel (a) to the extent the Indemnified Party concludes reasonably based upon advice of counsel that a conflict of interest exists between the Indemnified Party and Indemnifying Party or (b) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party has failed and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to assume and actively further the defense and engage counsel in accordance with this Section 16.3 Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party, but the assertion of which would be adverse to the interest of the Indemnified Party; (in which case iii) the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose with respect to the matter without the written consent of such Damages, on such terms as the Indemnifying PartyParty (not to be withheld or delayed unreasonably; it being understood and agreed that failure to consent to a judgment or settlement that provides for relief other than monetary damages or does not provide an unconditional release of the Indemnifying Party from liability shall not be deemed unreasonable); and (iv) The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement, in its reasonable discretion, will deem appropriate without the written consent of the Indemnified Party (provided, however not to be withheld or delayed unreasonably; it being understood and agreed that such terms shall include failure to consent to a complete and judgment or settlement that provides for relief other than monetary damages or does not provide an unconditional release of the Indemnified Party from all liability with respect theretoshall not be deemed unreasonable), and will transfer to . (c) If no Indemnifying Party notifies the Indemnified Party all amounts which said within ten (10) days after the Indemnified Party will has given notice of the matter that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, without prejudice to any of its rights hereunder. (d) The Indemnified Party shall be liable entitled to pay pursuant reimbursement of reasonable expenses included in Damages with respect to any Claim (including, without limitation, the cost of defense, preparation and investigation relating to such settlement or disposal of Claim) as such claim prior to the time such payments become due expenses are incurred by the Indemnified Party. With respect ; provided, however, that the Indemnified Party shall undertake to all other Damages in connection with Third Party claims, where repay any amounts arising solely from the Indemnifying Party has assumed the defense fault of such Indemnified Party. (e) The rights and remedies of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry Purchaser Indemnitees under Article IX shall not be limited or otherwise affected by or as a result of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect information furnished to, or settle, compromise any investigation made by or dischargeknowledge of, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend Purchaser Indemnitees or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense of their respective representatives or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationagents.

Indemnification Procedure. i) Each Party shall notify seeking indemnification under Section 10.2 or 10.3, as the other in the event it becomes aware of a claim for which indemnification case may be sought pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) shall will promptly notify inform the other Party (the “Indemnifying Party”) in writing upon becoming aware of a Loss or Third Party Claim (an “Indemnification Claim Notice”). The including a copy of any related complaint, summons, notice or other instrument) made for which the Indemnifying Party and Indemnified might be liable under Section 10.2 or 10.3, as the case may be; provided that any delay in providing such notice will qualify the obligation of the Indemnifying Party, as relevant, only to the extent of actual prejudice to the ability of the Indemnifying Party shall promptly meet to discuss how defend the Third Party Claim. Subject to respond to any claims that are the subject matter of such proceeding. At its optionSection 10.5, the Indemnifying Party may assume the defense of any defend, negotiate, and settle such Third Party claim subject to indemnification as Claims; provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage employ counsel of at its choice for expense to assist in such purpose; provideddefense. Subject to Section 10.5, however, that such engagement will be at in the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the event Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the takes up such defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have final decision-making authority regarding all aspects of the sole right to consent to the entry defense of any judgmentThird Party Claim. In the event Indemnifying Party does not employ counsel to defend such Third Party Claim within 30 days of receiving notice of such Third Party Claim, enter into Indemnified Party may employee counsel of its choosing to defend and control the defense of such Third Party Claim at Indemnifying Party’s cost and expense, including any settlement or otherwise dispose of such Damages, on such terms as the judgment. Indemnified Party may also employee counsel at Indemnifying Party’s cost and expense, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release if the interests of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed with respect to such Third Party Claim are sufficiently adverse to make inappropriate or impermissible the defense representation by the same counsel of both Parties under Applicable Laws, ethical rules or equitable principles. The Party not defending the Third Party claim in accordance Claim will provide the defending Party with this Section 16.3such information and assistance as the defending Party may reasonably request, at the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent expense of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Parties understand that no insurance deductible will be credited against losses for which a Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with is responsible under this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationARTICLE 10.

Indemnification Procedure. i) Each When required to indemnify an Indemnified Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to accordance with this Article 16. In case any proceeding 8, PEGI or the relevant PSP Project Entity, as applicable (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16such capacity, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) shall assume on behalf of such Indemnified Party and conduct with due diligence and in writing (an “Indemnification good faith the defense of any Claim Notice”)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 promptly meet to discuss how to respond to any claims that are be consulted on the subject matter defense and settlement of such proceeding. At its option, the Indemnifying Party Claim and may assume elect to participate through separate counsel in the defense of any Third such Claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party claim subject to indemnification as provided for unless (a) the employment of counsel by such Indemnified Party has been authorized in this Section 16.3 writing by giving written notice to the Indemnifying Party, (b) the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt shall have reasonably concluded that there exists a material conflict of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The such Indemnified Party may assume responsibility for such defense if in the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices conduct of the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 Claim (in which case the Indemnified Indemnifying Party will shall not have the right to control the defense), defense or settlement of such Claim on behalf of such Indemnified Party) or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will shall not have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer employed counsel reasonably acceptable to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal assume the defense of such claim prior Claim within a reasonable time after notice of the commencement thereof. In each of such cases set forth in the second sentence of this paragraph, the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party except where the Indemnifying Party is ultimately deemed not to have been required to provide the time such payments become due indemnity sought by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the The Indemnifying Party has assumed shall not settle any Claim if the defense terms of such settlement (x) require the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry payment of any judgmentamount by the Indemnified Party for which the Indemnified Party is not indemnified hereunder or (y) provide for non-monetary damages, enter into any settlement or otherwise dispose of such Damages, provided it obtains in each case without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably conditioned, withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. iIn the event that any Claim for which a party (an "Indemnifying Party"), would be liable to the another party under this Article 17 (an "Indemnified Party") Each is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the other in Indemnifying Party of such Claim, but the event it becomes aware failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of a claim for which indemnification may be sought pursuant to its obligations under this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any 17, except to the extent the Indemnifying Party in respect demonstrates that the defense of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”)claim or demand is materially prejudiced thereby. The Indemnifying Party and shall have 30 days from receipt of the above notice from the Indemnified Party shall promptly meet (the "Notice Period") to discuss how to respond to any claims that are notify the subject matter of such proceeding. At its option, Indemnified Party whether or not the Indemnifying Party may desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such Claim; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any Third such Claim, the Indemnified Party claim subject shall have the right to indemnification as provided for employ separate counsel at its own expense and to participate in this Section 16.3 by giving written the defense thereof. If the Indemnifying Party elects not to assume the defense of such Claim (or fails to give notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaintduring the Notice Period), if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated shall be entitled to make all reasonable efforts to obtain any assume the defense of such extension) after Claim with counsel of its own choice, at the expense of the Indemnifying Party’s receipt of an Indemnification . If the Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which is asserted against both the Indemnifying Party expressly agrees in writing that, as between and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility responsible for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify paying separate counsel for the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writingshall not be responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, or (b) regardless of the number of Indemnified Parties. If the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity elects to assume the defense of the Third Party claim in accordance with this Section 16.3. If such Claim, (i) no compromise or settlement thereof may be effected by the Indemnifying Party chooses to defend or prosecute any Third Party claim, without the Indemnified Party will cooperate Party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to full by the Indemnifying Party to, and reasonable retention by (ii) the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all shall have no liability with respect to any compromise or settlement thereof effected without its reasonable out-of-pocket expenses incurred in connection with such cooperationwritten consent (which shall not be unreasonably withheld).

Indemnification Procedure. i) Each 12.3.1 Any GSK Indemnified Party shall notify the other in the event it becomes aware of a claim for which or Zymeworks Indemnified Party seeking indemnification may be sought pursuant to this Article 16. In case any proceeding hereunder (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing (an “Indemnification reasonably promptly after the assertion against the Indemnified Party of any Claim Notice”). The in respect of which the Indemnified Party intends to base a claim for indemnification hereunder, but the failure or delay so to notify the Indemnifying Party and shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party shall promptly meet except to discuss how the extent that the Indemnifying Party demonstrates that its ability to respond defend or resolve such Claim is adversely affected thereby. 12.3.2 Subject to any claims that are the subject matter provisions of such proceeding. At its optionSection 12.3.3 below, the Indemnifying Party may assume shall have the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving right, upon providing written notice to the Indemnified Party of its intent to do so within […** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (*…] after receipt of the “Election Time Period”); with notice from the Indemnified Party being obligated of any Claim, to make all reasonable efforts to obtain any assume the defense and handling of such extension) after Claim, at the Indemnifying Party’s receipt sole expense. 12.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of an Indemnification Claim Noticesuch Claim, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees shall defend or handle the same in writing that, as between the Indemnifying Party and consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim. The Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii)not, the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, not agree to be unreasonably withheld a settlement of any Claim which could lead to liability or delayed. iv) The Indemnifying Party that has assumed create any financial or other obligation on the defense part of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that for which the Indemnified Party is reached without not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the written consent part of such Indemnifying the Indemnified Party. The Indemnified Party will not admit any liability shall cooperate with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party Party, at the opportunity to assume the defense request and expense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses Party, and shall be entitled to defend or prosecute any Third Party claim, the Indemnified Party will cooperate participate in the defense or prosecution thereof and will furnish handling of such records, information Claim with its own counsel and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all at its reasonable out-of-pocket expenses incurred in connection with such cooperationown expense.

Indemnification Procedure. i(a) Each If any Parent Indemnified Party or Selling Parties Indemnified Party, as the case may be (such parties, collectively, the “Indemnified Parties”) intends to seek indemnification pursuant to this Article X, such Indemnified Party shall notify the other in party from whom indemnification is being sought promptly after the event it Indemnified Party becomes aware of the basis of the claim for indemnification in the case of a claim for which indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party that is not a third party claim (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”)by providing written notice of such claim to the Indemnifying Party. The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, will provide the Indemnifying Party may assume the defense with prompt written notice of any Third Party third party claim subject to in respect of which indemnification as provided is sought. Such notice will specify in reasonable detail the basis for in this Section 16.3 by giving written notice to such claim, and set forth, if known, the facts constituting the basis for such claim. In the case of a third party claim, promptly following such notice, the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which will provide the Indemnifying Party expressly agrees the notice of claim, pleadings or such other information and documents in writing thateach case received from such third party in connection with the making of such third party claim by such third party. The failure to provide such notice, as between information and documents will not affect any rights hereunder except to the extent the Indemnifying Party and shall have been prejudiced as a result of such failure. (b) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party shall be solely obligated may, within thirty (30) calendar days after receipt of such notice by the Indemnifying Party and upon notice to satisfy the Indemnified Party, assume, through counsel of its own choosing and discharge the claim in full (the matters described in (i) and (ii)at its own expense, the “Litigation Conditions”). The settlement or defense thereof, and the Indemnified Party shall reasonably cooperate with them in connection therewith; provided that the Indemnified Party may assume responsibility for participate in such settlement or defense through counsel chosen by it at the expense of the Indemnified Party; provided, further, that if the Litigation Conditions are not satisfied, Indemnified Party has been advised by written notice to outside counsel that representation by the Indemnifying Party’s counsel of the Indemnifying Party within the Election Time Period. If and the Indemnified Party fails is likely to promptly provide an Indemnification Claim Notice, and present such failure materially prejudices the defense counsel with a conflict of such claiminterest, then the Indemnifying Party shall be relieved pay the reasonable fees and expenses of its responsibility to indemnify the one Indemnified Party. ii) Upon assuming the defense of a Third Party claim ’s counsel. Notwithstanding anything in accordance with this Section 16.310.3(b) to the contrary, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claimmay not, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, Party (such consent not to be unreasonably withheld withheld, conditioned or delayed. iv) The Indemnifying Party that has assumed ), settle or compromise any action or consent to the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition entry of any Damages by an Indemnified Party that is reached without the written consent of judgment unless such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settlesettlement, compromise or dischargejudgment (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Person and would not have any adverse effect on any other claims that may be made against the Indemnified Party, (ii) does not involve any Third Party claim without first offering to relief other than monetary damages that are paid in full by the Indemnifying Party and (iii) completely, finally and unconditionally releases the opportunity to assume Indemnified Party in connection with such claim and would not otherwise adversely affect the defense of Indemnified Party. So long as the Third Indemnifying Party is contesting any such claim in accordance with this Section 16.3good faith, the Indemnified Party shall not pay or settle any such claim without the Indemnifying Party’s consent, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party chooses to defend or prosecute any Third Party claimis not contesting such claim in good faith, then the Indemnified Party will may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement (after giving prior written notice of its intention to do so to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided that such consent shall not be required if the Indemnifying Party assumed the defense of a claim but failed to contest such claim in good faith) or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. (c) Notwithstanding anything in Section 10.3(b) hereof to the contrary, the Selling Parties’ Representative shall control all proceedings taken in connection with any claim related to Taxes of the Company or any of the Company’s Subsidiaries for any Pre-Closing Tax Period, provided that (i) the Selling Parties’ Representative shall keep Parent informed in respect of all material aspects of such claims and (ii) Parent may also participate in (but not control) such proceedings at its own expense. If Parent elects to participate in any proceedings, all parties agree to cooperate in the defense or prosecution thereof thereof. With respect to any claim related to Taxes of the Company or any of the Company’s Subsidiaries relating to a Straddle Period, the party which would bear the burden of the greater portion of the sum of the adjustment, Tax and will furnish any corresponding adjustments or Taxes that may reasonably be anticipated for future taxable periods shall control such recordsclaim; provided, information however, that the controlling party shall not settle or compromise the proceeding without the prior written consent of the non-controlling party (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that the controlling party shall keep the non-controlling party informed in respect of all material aspects of such claim and testimony, provide such witnesses including non-controlling party may also participate in such proceedings at its own expense. The payment by any Parent Indemnified Party of any Tax shall not relieve the Selling Parties of their obligation under Section 10.2(a). Notwithstanding any provision to the extent possiblecontrary contained in this Agreement, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested if Parent provides the Selling Parties’ Representative with written notice of a claim in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded respect of Section 10.2(a)(iv) at least 30 days prior to the Indemnifying Party todate on which the relevant Tax is required to be paid by a Parent Indemnified Party, and reasonable retention by within that 30-day period the Selling Parties shall discharge their obligation to indemnify Parent Indemnified Party ofagainst such Tax by making payments to the relevant Taxing Authority or a Parent Indemnified Party, records and information that are reasonably relevant as directed by Parent, in an aggregate amount equal to the amount of such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationTax.

Indemnification Procedure. i(a) Each Party shall notify Any party seeking indemnification (the "INDEMNIFIED PARTY") from any other in party (the event it becomes aware of a claim for which indemnification may be sought "INDEMNIFYING PARTY") with respect to any claim, demand, action, proceeding or other matter pursuant to this Article 16. 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 Article 16, such Party Agreement (the “Indemnified Party”"CLAIM") shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party of the existence of the Claim, setting forth in reasonable detail the facts and circumstances pertaining thereto and the basis for the Indemnified Party's right to indemnification. (b) If any third party shall notify any Indemnified Party with respect to any matter which may give rise to a Claim for indemnification against the Indemnifying Party under this Agreement, then the Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the notify each Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposethereof; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced by such engagement failure to give notice. In the event that any Indemnifying Party notifies the Indemnified Party within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party would be required to indemnify the Indemnified Party in full against any such Claim and is assuming the defense thereof: (i) the Indemnifying Party will be at defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party’s own ; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense unless (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel (a) to the engagement thereof has been specifically requested by extent the Indemnified Party concludes reasonably based upon advice of counsel that a conflict of interest exists between the Indemnified Party and Indemnifying Party in writing, or (b) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party has failed and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to assume and actively further the defense and engage counsel in accordance with this Section 16.3 Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party, but the assertion of which would be adverse to the interest of the Indemnified Party); (in which case iii) the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose with respect to the matter without the written consent of such Damages, on such terms as the Indemnifying PartyParty (not to be withheld unreasonably); and (iv) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement which (A) provides for other than monetary damages, in its reasonable discretion, will deem appropriate (provided, however that such terms shall B) does not include a complete provision whereby the plaintiff or claimant in the matter unconditionally and unconditional release of irrevocably releases the Indemnified Party from all liability with respect thereto)thereto without any further obligation and (C) contains any admission of liability, and will transfer to without the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, Party (not to be unreasonably withheld or delayed. iv) The Indemnifying Party unreasonably); provided that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without if the written consent of such Indemnifying Party. The the Indemnified Party will is not admit any liability with respect torequired under this clause (iv), or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party shall give the opportunity Indemnified Party notice of its intent to settle together with the proposed terms of the settlement and the Indemnified Party shall have the right, exercisable within 10 days of receipt of such notice, to assume the defense of such action and the Third Indemnifying Party's liability to indemnify the Indemnified Party claim hereunder for such action shall be capped at the dollar amount of the monetary damages provided for in accordance with this Section 16.3. the offer to settle such action. (c) If no Indemnifying Party notifies the Indemnified Party within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party chooses to defend or prosecute any Third Party claimis assuming the defense thereof, then the Indemnified Party will cooperate in the defense may defend against, or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection enter into any settlement with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party respect to, the matter in any manner it reasonably may deem appropriate, without prejudice to any of its rights hereunder. (d) The Indemnified Party shall be entitled to reimbursement of reasonable expenses included in Damages with respect to any Claim (including, without limitation, the cost of defense, preparation and reasonable retention investigation relating to such Claim) as such expenses are incurred by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationParty.

Indemnification Procedure. i(a) Each Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Authority) of any complaint, dispute or claim or the commencement of any action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from an Indemnifying Party for any Buyer Damages or any Stockholder Damages (as the case may be), such Indemnified Party shall notify in writing Buyer or Stockholders, as the other in the event it becomes aware of a claim for which indemnification case may be sought pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party , and Indemnified Party shall promptly meet provide to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume Party: (i) a reasonably detailed description of the defense claim; (ii) copies of any Third Party claim subject all relevant documentation relating to indemnification as provided such claim; and (iii) the basis for in this Section 16.3 by giving written notice indemnification, including reference to the provisions hereof under which the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be believes it is entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeindemnification; provided, however, that such engagement the failure to give prompt notice will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by relieve the Indemnifying Party in writingfrom such party’s obligations under this Article VII only if, or (b) and only to the extent that, such failure shall have actually prejudiced the rights and defenses otherwise available to the Indemnifying Party has failed with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter to assume and actively further responsibility (subject to the defense and engage counsel limitations set forth in accordance with this Section 16.3 Agreement) for any Buyer Damages or Stockholder Damages (as the case may be) resulting from such action or proceeding, in which case the Indemnifying Party shall assume the defense of such audit, investigation, action or proceeding and shall employ counsel reasonably satisfactory to the Indemnified Party will control and pay the defense)fees and disbursements of such counsel. In the event, or (c) however, that the Indemnifying Party no longer satisfies declines or fails to assume the Litigation Conditions. iii) Subject defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Litigation Conditions Indemnified Party, in either case within such twenty (20) day period, then any Buyer Damages or any Stockholder Damages (as the case may be) shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action or proceeding for which indemnification is being satisfiedsought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party will have or Indemnified Party (as the sole right case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining, including the status of any related insurance claim, and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgmentjudgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), enter into any settlement or otherwise dispose unless (i) the Indemnifying Party fails to assume and maintain the defense of such Damagesclaim pursuant to Section 7.3(a) and (ii) such settlement, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and compromise or consent includes an unconditional release of the Indemnified Indemnifying Party and its officers, directors, employees and Affiliates from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal Liability arising out of such claim prior to the time such payments become due by the Indemnified Partyclaim. With respect to all other Damages in connection with Third Party claims, where the An Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3may not, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (x) such settlement, compromise or consent includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all Liability arising out of such claim, (y) does not contain any admission or statement suggesting any wrongdoing or Liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) In the event an Indemnified Party claims a right to payment pursuant this Article VII not involving a third party claim, not such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party (a “Notice of Claim”). Such Notice of Claim shall include: (i) a reasonably detailed description of the claim; (ii) copies of all relevant documentation relating to such claim; and (iii) the basis for indemnification, including reference to provisions hereof under which the Indemnified Party believes it is entitled to indemnification. (d) Notwithstanding anything in this Agreement to the contrary, to the extent any provision of this Section 7.3 conflicts with or is duplicative of any provision of Sections 1.19(c), 5.3(b) or 5.9, the provisions of Sections 1.19(c), 5.3(b) or 5.9, as applicable, shall control. (e) Notwithstanding any other provision in this Section 7.3 and except as set forth in Section 5.16 dealing with ISRA matters or Section 5.18 dealing with environmental insurance, with respect to any claim for indemnification for Buyer Damages by any Buyer Indemnified Party or Parties under this Agreement related to any environmental matter, including environmental matters under Section 7.1(a), the following shall apply: (i) Subject to the terms of this Section 7.3(e), Buyer Indemnified Parties shall solely control the timing, type and scope of response action, Remedial Action or other action to be unreasonably withheld or delayedtaken to satisfy the Buyer Damages which are a subject of a claim for indemnification by Buyer Indemnified Parties under this Agreement. (ii) Buyer Indemnified Parties, in connection with a claim for indemnification against CSE Holders under this Agreement with respect to environmental matters, shall (A) file a notice of claim with any insurance company which would reasonably be expected to provide coverage for any Buyer Indemnified Party for the claim at issue, and provide a copy of such notice of claim to the CSE Holders, and (B) notify third parties who would reasonably be expected to have an obligation to indemnify any Buyer Indemnified Party pursuant to any contract, lease or purchase agreement for the claim at issue, and provide a copy of such notice and any response thereto to the CSE Holders. (iii) Buyer Indemnified Parties shall not be required to accept, use or impose engineering controls, institutional controls or restrictive covenants as part or all of a response action, Remedial Action or other action (all referred to collectively and individually in this Section 7.3(e) as “Restrictions”) unless: (1) the Restrictions will not materially interfere with the conduct of any Business operations at any of the Assets of the Company or its Subsidiaries or Leased Real Property; (2) the Restrictions do not conflict with the terms of any lease at any of the Leased Real Properties and the landlord at the Leased Real Property consents to the Restrictions; (3) the CSE Holders pay, or provide a funding mechanism to pay, for the installation and all operation, maintenance, repair and replacement of all Restrictions for a thirty (30) year period or until the termination of all Restrictions, whichever is earlier; and (4) if the costs, at a single property, of completing any actions referred to in (i), above, without any Restrictions to satisfy the Buyer Damages are not more than $200,000 more than the costs of completing such actions with Restrictions, then such actions shall be completed without Restrictions. If the costs, at a single property, of completing any actions referred to in (i) above, without Restrictions to satisfy the Buyer Damages are more than $200,000 more than the costs of completing such actions with Restrictions, then Buyer Indemnified Parties shall not implement the actions at that single property without Restrictions unless Buyer Indemnified Parties pay the amount of the costs for such actions which exceed that $200,000 incremental amount. The CSE Holders shall pay all the costs except for such amount in excess of the $200,000 incremental amount. In all cases, the Assets of the Company and its Subsidiaries and Leased Real Property shall not be subject to any Restrictions that do not allow non-residential use of such Assets or Leased Real Property. (iv) The Indemnifying Party that has assumed Buyer Indemnified Parties shall control the defense of any claim and the Third Party actions to meet obligations which are a subject of a claim for indemnification by Buyer Indemnified Parties, including all contacts, communications and meetings with Governmental Authorities and non-governmental third-party claimants. The Buyer Indemnified Parties shall provide the CSE Holders with a reasonable opportunity of not less than seven (7) Business Days (if feasible and no violation of Environmental Law will result because of such a delay) prior to their anticipated submission to the relevant Governmental Authorities to review and comment upon drafts of all documents to be submitted by the Buyer Indemnified Parties in accordance connection with this Section 16.3 will not be liable for any settlement response action, Remedial Action or other disposition of any Damages by an Indemnified Party action in response to a matter that is reached without the written consent subject of such Indemnifying Partyan indemnification claim. The Buyer Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering Parties shall make a good faith effort to include the Indemnifying Party CSE Holders’ reasonable and substantive comments regarding the opportunity to assume the defense content of the Third Party claim in accordance with this Section 16.3. If documents prior to their submission by the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Buyer Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including Parties to the extent possiblethat such comments are supportable by and in compliance with the applicable Environmental Law. The Buyer Indemnified Parties shall promptly provide the CSE Holders with written notice, former employees at least five (5) Business Days (if feasible and no violation of Environmental Law will result because of such a delay) prior to meeting with any representatives of any Governmental Authority or other parties to such matter, and the CSE Holders shall have the right to attend such conferencesmeetings. The CSE Holders shall also have the right, discovery proceedingsupon reasonable prior notice, hearings, trials to visit and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded inspect any property that is the subject of an indemnity claim and to observe the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation conduct of any material provided hereunder. The Indemnifying Party will reimburse response action, Remedial Action or other action being taken to address the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationasserted Damages or Liability.

Indemnification Procedure. i(a) Each Party shall notify the other in the event it becomes aware of a claim for which The party seeking indemnification may be sought pursuant to under this Article 16. 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 Article 16, such Party Agreement (the “"Indemnified Party”") shall promptly notify the other Party party from which indemnification is being sought (the “"Indemnifying Party”") of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in writing all events be considered prompt if given (an “Indemnification Claim Notice”)a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Section 9.03; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is given before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party and Indemnified Party shall promptly meet have the right, at its own cost, to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume participate jointly in the defense of any Third Party claim subject to indemnification as provided for third-party claim, demand, lawsuit or other proceeding in this Section 16.3 by giving written notice to connection with which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the defense of such claim within ** (or until such time provided in any applicable extension 10 days following Notice thereof upon its written unconditional acknowledgment of its obligation to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with indemnify the Indemnified Party being obligated with respect to make all reasonable efforts such claim; provided, however, that Sellers shall not be permitted to obtain take over the defense of any claim brought by any customer or supplier of the Business against any member of Buyer's Indemnified Group for which indemnification is available pursuant to this Article IX, and such extension) after member of Buyer's Indemnified Group shall defend such claim; provided, further, that such member of Buyer's Indemnified Group shall not settle or otherwise dispose of such claim without the Indemnifying Party’s receipt consent of an Indemnification Claim NoticeSellers, solely for claims, (i) that solely seek monetary damages and (ii) as to which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party expressly agrees in writing thatmakes such an election, (x) it shall keep the Indemnified Party informed as between to the Indemnifying Party status of such matter and shall send promptly copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the Indemnifying Party sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall be solely obligated to satisfy and discharge deem appropriate; provided, however, that the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If consent of the Indemnified Party fails to promptly provide an Indemnification Claim Noticethe settlement or disposition shall be required if such settlement or disposition shall result in any liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and such failure materially prejudices (z) the Indemnified Party shall have the right to participate jointly in the defense of such claim, then but shall do so at its own cost not subject to reimbursement under Section 9.02. If the Indemnifying Party shall be relieved of its responsibility does not elect to indemnify the Indemnified Party. ii) Upon assuming take over the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party third-party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by shall have the right to contest, compromise or settle such Indemnified Party after claim in the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel exercise of its choice for such purposereasonable judgment; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by consent of the Indemnifying Party in writing, to any compromise or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on claim shall be required if such terms as compromise or settlement shall result in any liability to the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms which consent shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv(b) The Indemnifying Party that has assumed Notwithstanding the defense provisions of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability 9.03(a), with respect to, to any third-party claim or settle, compromise or discharge, any Third Party claim without first offering to demand that the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimis defending, the Indemnified Party will cooperate in shall have the defense or prosecution thereof right to retain separate counsel to represent it and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, shall pay the fees and reasonable retention by expenses of such separate counsel if there are conflicts that make it reasonably necessary for separate counsel to represent the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationParty.

Indemnification Procedure. i) 13.3.1 Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 16XIII. In case any claim, suit, action, demand or other proceeding (including any governmental investigation) shall be instituted involving any Party or its Indemnitees in respect of which indemnity may be sought pursuant to this Article 16XIII, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”); provided, that the failure to promptly provide an Indemnification Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations except, and only to the extent, that the Indemnifying Party is actually incrementally damaged as a result of such failure. The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any a Third Party claim subject to indemnification as provided for in this Section 16.3 13.3 with competent counsel free of any conflict of interest with the Indemnified Party by giving written notice (a “Defense Election Notice”) to the Indemnified Party within [** (or until such time provided in any **] after its receipt of the applicable extension to appropriately answer any complaint, if any, but no longer than ** Indemnification Claim Notice (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, claims (ia) that solely seek monetary damages and (iib) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (ia) and (iib), the “Litigation Conditions”). The If the Indemnifying Party does not deliver a Defense Election Notice to the Indemnified Party may during the applicable Election Time Period, or if any Litigation Condition is not satisfied, the Indemnified Party will assume responsibility for and control such defense if and, without limiting the Litigation Conditions are not satisfiedIndemnifying Party’s indemnification obligations, by written notice to the Indemnifying Party within the Election Time Period. If will reimburse the Indemnified Party fails to promptly provide an Indemnification Claim Noticefor all costs and expenses, and such failure materially prejudices the defense of such claimincluding reasonable attorneys’ fees, then the Indemnifying Party shall be relieved of its responsibility to indemnify incurred by the Indemnified PartyParty in defending itself. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. ii) 13.3.2 Upon assuming the defense of a Third Party claim in accordance with this Section 16.313.3, the Indemnifying Party shall be entitled to appoint lead and competent counsel free of any local counsel conflict of interest with the Indemnified Party in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.313.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.313.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own cost and expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 13.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) 13.3.3 Subject to the Litigation Conditions being continuing to be satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however however, that such terms (a) shall include a complete and unconditional release of the Indemnified Party from all liability with respect theretothereto and (b) shall not include any admission of fault by, or impose any liability or obligation on, the Indemnified Party), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other entries of judgment, entries into settlements or other dispositions of Damages in connection with a Third Party claims, where claim for which the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.313.3, the Indemnifying Party will only have authority to consent to the entry of any such judgment, enter entry into any such settlement or otherwise dispose such other disposition of such Damages, provided Damages if it obtains the prior written consent of has obtained the Indemnified Party’s prior written consent, not to be unreasonably withheld withheld, conditioned or delayed. iv) 13.3.4 The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 13.3 (and continues to maintain control of such defense pursuant to this Section 13.3) will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the prior written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.313.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents Agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-out of pocket expenses incurred in connection with such cooperation. 13.3.5 Each Party shall maintain, at its cost, a program of insurance or self-insurance against liability and other risks associated with its activities and obligations under this Agreement, including its Clinical Trials, its Development, use, manufacture and Commercialization of any Licensed Product Candidates or Licensed Products and its indemnification obligations hereunder, in such amounts, subject to such deductibles and on such terms as are customary for the activities to be conducted by it under this Agreement. All insurance required by this Section 13.3.5 shall be maintained during the Term and each Party shall, from time to time, provide copies of certificates of such insurance to the other Party upon request. Further, each Party shall list the other Party as an additional insured on all insurance policies. All insurance required by this Section 13.3.5 shall be maintained for at least [***] following expiration or termination of this Agreement.

Indemnification Procedure. i(a) Each Party shall notify the other in the event it becomes aware of If a claim for which indemnification may be sought pursuant to this Article 16. In case any proceeding Section 5.01 or Section 5.02 (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the a “Indemnified PartyClaim”) is to be made by an Indemnified Party entitled to indemnification hereunder, the Indemnified Party claiming indemnification shall promptly notify give written notice to the other Party (the “Indemnifying Party”) in writing reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event that may give rise to Damages for which indemnification may be sought under Section 5.01 or Section 5.02, or receipt by the Indemnified Party of notice of a claim involving the assertion of a claim by a Third Party that may give rise to Damages for which indemnification may be sought under Section 5.01 or Section 5.02 (an whether pursuant to a lawsuit, other legal action or otherwise, a “Indemnification Claim NoticeThird Party Claim”). The failure of any Indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except to the extent that the Indemnifying Party and is actually prejudiced by such failure. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the notice as may be required by court proceeding in the event of a litigated matter) after receipt of the notice to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim. Notwithstanding the foregoing, if such Third Party Claim (i) seeks injunctive, equitable or other relief or remedies that are not money damages against the Indemnified Party, or (ii) involves criminal allegations against the Indemnified Party, then the Indemnified Party shall promptly meet have the right to discuss how to respond to any claims that are control the subject matter defense, compromise or settlement of such proceeding. At Third Party Claim with counsel of its optionchoice (and the costs thereof, for the avoidance of doubt, shall constitute Damages for which indemnification may be sought under Section 5.01 or Section 5.02). (b) If the Indemnifying Party assumes the defense, compromise or settlement of such Third Party Claim, the Indemnified Party shall make available to the Indemnifying Party any documents and materials in its or its Affiliates’ possession or control that may assume be necessary to the defense of such Third Party Claim (provided that the Indemnified Party shall not be required to furnish any such documents or materials which would (in the reasonable judgment of such party upon advice of counsel) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by such party or any of its Affiliates, (ii) violate any applicable Laws or (iii) breach any agreement of such party or any of its Affiliates with any Third Party; provided that such Indemnified Party claim subject shall use reasonable best efforts to indemnification obtain any required consents and take such other reasonable action (such as provided for the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such disclosure) and (b) the Indemnifying Party shall keep the Indemnified Party reasonably informed of all material developments and events relating to such Third Party Claim. The Indemnified Party, at its sole option, may participate in this Section 16.3 any defense and investigation of such Third Party Claim or settlement negotiations with respect to such Third Party Claim. The fees and disbursements of counsel retained by giving written notice such Indemnified Party shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, there are legal defenses available to the Indemnified Party within ** (that are different from or until such time provided in any applicable extension additional to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated those available to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt , or there exists a conflict of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as interest between the Indemnifying Party and the Indemnified PartyParty that cannot be waived, the Indemnifying Party shall be solely obligated liable for the reasonable fees and expenses of counsel to satisfy such Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required (and discharge the claim in full costs thereof, for the avoidance of doubt, shall constitute Damages for which indemnification may be sought under Section 5.01 or Section 5.02). Except with the written consent of the other Party (the matters described in (i) and (iinot to be unreasonably withheld, conditioned or delayed), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to neither the Indemnifying Party within the Election Time Period. If nor the Indemnified Party fails to promptly provide an Indemnification Claim Noticeshall, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming in the defense of a Third Party claim in accordance with this Section 16.3Claim, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, judgment or enter into any compromise or settlement or otherwise dispose (A) which does not include as an unconditional term thereof the giving to the other Party and its Affiliates by the Third Party of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto)to such suit, and will transfer to claim, action or proceeding, (B) if such judgment, compromise or settlement involves a finding or admission of (x) any violation of Law by the other Party (or any Affiliate thereof) or (y) any liability on the part of the Indemnified Party all amounts (or any Affiliate thereof) not indemnified hereunder, or (C) which said Indemnified Party will be liable to pay pursuant to such settlement involves injunctive, equitable or disposal of such claim prior to other relief or remedies that are not money damages against the time such payments become due by the Indemnified other Party. With respect to all Claims other Damages in connection with than Third Party claimsClaims, where after the giving of any notice of a Claim pursuant to this Section 5.03, the amount of indemnification to which an Indemnified Party shall be entitled under this Article 5 shall be determined (1) by the written agreement between the Indemnified Party and the Indemnifying Party, (2) in accordance with Section 8.05 or (3) by any other means to which the Indemnified Party and the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayedshall agree. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. (i) Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 1618. 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 Article 1618, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 18.3 by giving written notice to the Indemnified Party within [** **] (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than [** **] (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages [***] and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and [***] (ii)) , the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. (ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.318.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.318.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.318.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 18.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. (iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), [***] and will transfer to the Indemnified Party all amounts which said such Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.318.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld withheld, delayed or delayedconditioned. (iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 18.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.318.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals [***] as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder[***]. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation. (v) In the event Edison seeks indemnification from the counterparty to an Upstream Agreement for a matter for which Apollomics would be entitled to indemnification pursuant to Section 18.1, E▇▇▇▇▇ shall include Apollomics as an indemnitee to the extent Apollomics has suffered damages by relevant claim under the Upstream Agreement.

Indemnification Procedure. i​ (a) Each Party shall notify For the other in the event it becomes aware avoidance of a claim for which doubt, all indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Party claims in respect of which indemnity may a Gilead Indemnitee or a Hookipa Indemnitee shall be sought pursuant to this Article 16made solely by Gilead or Hookipa, such respectively. ​ (b) A Party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (each, an “Indemnification Claim Notice”); provided, that the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of the Indemnifying Party and Party, the Indemnified Party shall furnish promptly meet to discuss how to respond to any claims that are the subject matter Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such proceeding. At its optionClaim. (c) Subject to Sections 16.3(d) and 16.3(e), the Indemnifying Party may shall have the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 16.3(d) below shall govern; provided, that any such Claim is only for monetary damages. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any Third defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party claim subject is not obligated to indemnification as provided indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including reasonable attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in this Section 16.3 by giving its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party Party, within [** (or until such time provided in any applicable extension to appropriately answer any complaint**] days after receipt of the Indemnification Claim Notice, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after of the Indemnifying Party’s receipt election to assume the defense and handling of an Indemnification such Claim, the provisions of Section 16.3(e) shall govern. (d) Upon assumption of the defense of a Claim Notice, solely for claims, by the Indemnifying Party: (i) that solely seek monetary damages the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) as to which the Indemnifying Party expressly agrees may, at its own cost, appoint as counsel in writing thatconnection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of ​ CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, as between AS AMENDED. such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder such Claim with its own counsel and to engage counsel of at its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Partyexpense. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimIn particular, the Indemnified Party will cooperate in the defense or prosecution thereof and will shall furnish such records, information information, and testimony, provide such witnesses including to the extent possiblewitnesses, former employees and attend such conferences, discovery proceedings, hearings, trials trials, and appeals as may be reasonably requested in connection with such Third Party claimtherewith. Such cooperation will shall include access during normal business hours afforded to by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claimClaim, and making the Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderrecords or information provided. The ​ (e) If the Indemnifying Party will reimburse does not give written notice to the Indemnified Party for all its reasonable out-of-pocket expenses incurred as set forth in Section 16.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such cooperation.Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. If the Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. ​

Indemnification Procedure. (a) All claims for indemnification under this Agreement in connection with Third Party claims shall be asserted and resolved as follows: (i) Each Party shall notify the other in the event it becomes aware of a claim for which A party claiming indemnification may be sought pursuant to under this Article 16. In case any proceeding Agreement (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the an “Indemnified Party”) shall promptly (A) notify the other Party party from whom indemnification is sought (the “Indemnifying Party”) in writing of any third-party claim (an “Indemnification Third Party Claim”) asserted against the Indemnified Party which could give rise to a right of indemnification under this Agreement and (B) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers or documents served, issued or otherwise provided with respect to the Third Party Claim (if any). The Indemnifying , an estimate of the amount of the damages attributable to the Third Party Claim, if reasonably possible, and the basis of the Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense Party’s request for indemnification under this Agreement. (ii) Within fifteen (15) Business Days after receipt of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** Claim Notice (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated notify the Indemnified Party (A) whether the Indemnifying Party disputes its potential liability to satisfy and discharge the claim in full (the matters described in (i) Indemnified Party under this Agreement with respect to such Third Party Claim and (ii)B) whether the Indemnifying Party desires, at the “Litigation Conditions”). The sole cost and expense of the Indemnifying Party, to defend the Indemnified Party may assume responsibility for against such defense if Third Party Claim. If the Litigation Conditions are not satisfied, by written notice Indemnifying Party has disputed its potential liability to the Indemnified Party with respect to any Third Party Claim, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction and the Indemnified Party shall have the right to defend any such Third Party Claim in the manner set out in clause 10.6(a)(iv). (iii) If the Indemnifying Party notifies the Indemnified Party within the Election Time Period. If Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party fails under this Agreement and that the Indemnifying Party elects to promptly provide an Indemnification Claim Notice, and such failure materially prejudices assume the defense defence of such claimthe Third Party Claim, then the Indemnifying Party shall be relieved of have the right to defend, at its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a sole cost and expense, such Third Party claim Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 16.3clause 10.6(a). The Indemnifying Party shall have full control of such defence and proceedings including any compromise or settlement thereof; provided, however, that any such compromise or settlement involving non-monetary obligations of the Indemnified Party, or otherwise having a direct effect upon its continuing operations, shall be subject to the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnified Party is hereby authorized to, and at the sole cost and expense of the Indemnifying Party shall be entitled to appoint lead and file, during the Election Period, any local counsel in motion, answer or other pleadings which the defense Indemnified Party shall deem necessary or appropriate to protect its interests or those of the Third Party claim. Should the Indemnifying Party assume and continue which are not unnecessarily prejudicial to the defense Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of a Third Party claimthe Indemnifying Party, except as otherwise set forth in this Section 16.3, cooperate with the Indemnifying Party will not be liable and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to the contest. The Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to may participate in, but not control, the defense any defence or settlement of a any Third Party claim for which it has sought indemnification hereunder Claim controlled by the Indemnifying Party pursuant to this clause 10.6(a) and, except as permitted above or pursuant to this clause 10.6(a), shall bear its own costs and expenses with respect to engage counsel such participation. (iv) If the Indemnifying Party fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to this clause 10.6(a), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to clause 10.6(a) but fails to diligently and promptly prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of its choice for the Indemnifying Party, the Third Party Claim. The Indemnified Party shall have full control of such purposedefence and proceedings; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense)may not enter into, or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as without the Indemnifying Party’s consent, in its reasonable discretion, will deem appropriate (provided, however that such terms which shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) , any compromise or settlement of such Third Party Claim. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will may participate in, but not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or dischargecontrol, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend defence or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention settlement controlled by the Indemnified Party ofpursuant to this clause 10.6(a), records and information that are reasonably relevant the Indemnifying Party shall bear its own costs and expenses with respect to such Third Party claim, and making employees and agents available on a mutually convenient basis participation. (v) The failure to provide additional information notice as provided in this clause 10.6(a) shall not excuse any Party from its continuing obligations hereunder. (b) Vendor and explanation Purchaser shall each represent their respective Additional Indemnitees for purposes of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationthis clause 10.6.

Indemnification Procedure. iAny claim for indemnity under Sections 11.1 or 11.2 above shall be made by written notice form the party seeking indemnification (the "Indemnified Party") Each to the indemnifying party, together with a written description of any third-party claim against the indemnified party, stating the nature and basis of such claim and, if ascertainable, the amount thereof. The indemnifying party shall have a period of thirty (30) days after receipt of such notice within which to respond thereto or, in the case of a third-party claim that requires a shorter time for response, such shorter period as specified by the indemnified party in such notice (the "Notice Period"). If the indemnifying party denies liability or fails to respond to the notice within the Notice Period, the Indemnified Party may defend or compromise the claim as it deems appropriate without prejudice to any of the Indemnified Party's rights hereunder, with no further obligation to inform the indemnifying party of the status of the claim and no right of the indemnifying party to approve or disapprove any actions taken in connection therewith by the Indemnified Party. If the indemnifying party accepts liability, it shall so notify the other in Indemnified Party within the event it becomes aware Notice Period and elect either (a) to undertake the defense or compromise of a such third-party claim for which indemnification may be sought pursuant with counsel selected by the indemnifying party and reasonably approved by the Indemnified Party or (b) to this Article 16instruct the Indemnified Party to defend or compromise such claim. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect If the indemnifying party undertakes the defense or compromise of which indemnity may be sought pursuant to this Article 16such third-party claim, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet be entitled, at its own expense, to discuss how to respond to any claims that are the subject matter of participate in such proceedingdefense. At its option, the Indemnifying Party may assume the defense No compromise or settlement of any Third Party third-party claim subject to indemnification as provided for in this Section 16.3 by giving written shall be made without reasonable notice to the Indemnified Party within ** (or until and, unless such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit compromise or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of includes a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional general release of the Indemnified Party from all in respect of the matter with no admission of liability with respect thereto), and will transfer to on the part of the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal and no constraints on the future conduct of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claimsits business, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent approval of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each The Party shall notify seeking indemnification under this ‎ARTICLE XI (the other in “Indemnified Party”) agrees to give prompt written notice (the event it becomes aware “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of a claim for which indemnification may be sought pursuant to this Article 16. In case the assertion of any Third Party Claim, or the commencement of any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant under this ‎ARTICLE XI; provided that the failure of an Indemnified Party to this Article 16, such promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnified PartyIndemnification Objection”) shall promptly notify prior to the other Party expiration of twenty (20) Business Days from the “Indemnifying Party”) in writing (an “’s receipt of the Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume shall be deemed not to object to the defense of any Third information contained within the Indemnification Notice. If the Indemnifying Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party within ** shall attempt in good faith to resolve the dispute for twenty (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension20) Business Days after the Indemnifying Party’s receipt of an such Indemnification Claim NoticeObjection. If no resolution is reached, solely for claims, the dispute shall be resolved in accordance with the provisions of ‎Section 12.4 and ‎Section 12.5. (ic) that solely seek monetary damages and (ii) as to which the The Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii)if it so elects, the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming control the defense of a Third Party claim in accordance Claim at the Indemnifying Party’s expense and shall consult with this Section 16.3the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that ▇▇▇▇▇▇▇ shall be entitled to appoint lead assume and any local counsel in control (subject to NRx having the right to participate and comment) the defense of the Third Party claim. Should Claims relating to clause (f) of ‎Section 11.2 and clause (f) of ‎Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and continue control the defense of a Third Party claimClaim and elects to do so, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after shall have the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled right to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage employ counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested separate from counsel employed by the Indemnifying Party in writingany such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or (bB) the Indemnifying Party has failed to assume and actively further the defense and engage employ counsel in accordance with this Section 16.3 (in which case the fees and expenses of the Indemnified Party will control the defense), or (c) Party’s counsel shall be paid by the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, if the Indemnifying Party will have the sole right otherwise has an obligation to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of indemnify the Indemnified Party from all liability with respect thereto), and will transfer to for the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with related Third Party claims, where Claim). If the Indemnifying Party has assumed the defense of the a Third Party claim Claim in accordance with this Section 16.3the terms hereof, the Indemnifying Party will have authority to may not enter into a settlement or consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, not to be unreasonably withheld and no admission of fault or delayed. ivculpability on behalf of any Indemnified Party, and (II) The Indemnifying Party that has assumed the defense a term of the Third settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party claim shall be required in accordance with this Section 16.3 will not be liable for order to enter into any settlement of, or other disposition consent to the entry of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3conditioned). If the Indemnifying Party chooses to defend does not assume or prosecute any is not controlling the defense of a Third Party claimClaim for any reason, then the Indemnified Party will cooperate in may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with of such Third Party claim. Such cooperation will include access during normal business hours afforded to Claim, and the Indemnifying Party to, and reasonable retention shall have the right to employ counsel separate from counsel employed by the Indemnified Party ofin any such action and to participate in the defense thereof, records but the fees and information that are reasonably relevant to expenses of such Third counsel employed by the Indemnifying Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation shall be at the expense of any material provided hereunderthe Indemnifying Party. The Indemnifying Party will reimburse shall have no obligations with respect to any Losses resulting from the Indemnified Party’s admission, settlement or other communication without the prior written consent of the Indemnifying Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation(which shall not be unreasonably withheld, delayed or conditioned).

Indemnification Procedure. iAll claims for indemnification under Sections 10.1 and 10.2 hereof shall be asserted and resolved as follows: (a) Each In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against an Indemnified Party by a third party, the Indemnified Party shall notify the other in Indemnifying Party of such claim or demand with reasonable promptness (following, with respect to any such claim or demand asserted against a Buyer Indemnified Party, (i) receipt thereof by senior management of the event it becomes aware Indemnified Party and K-Tron or (ii) if no Seller is employed as the President, Chief Executive Officer or Chief Financial Officer of a the Company at the time of such claim for or demand, receipt thereof by senior management of the Indemnified Party), specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which indemnification may estimate shall not be sought pursuant to this Article 16. In case any proceeding (including any governmental investigationconclusive of the final amount of such claim or demand) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly "Claim Notice"); provided that the failure to so notify the other Indemnifying Party (shall not limit the “rights of the Indemnified Party except to the extent that the Indemnifying Party”) in writing (an “Indemnification Claim Notice”)Party has been materially prejudiced thereby. The Indemnifying Party and shall have 30 days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, (i) whether or not the Indemnifying Party may assume disputes the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice Indemnifying Party's liability to the Indemnified Party within ** (hereunder with respect to such claim or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages demand and (ii) as to which if the Indemnifying Party expressly agrees in writing thatdoes not dispute such liability, as between whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend against such claim or demand, provided that the Indemnified Party is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading which the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party's interests, provided that no such motion, answer or other pleading shall admit to any allegation for which indemnity is sought in such a way that materially prejudices the Indemnifying Party's right to defend against a claim or demand as provided hereunder. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party's obligation to indemnify hereunder and desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, settled or prosecuted by written notice to the Indemnifying Party to a final conclusion within a reasonable period of time under the Election Time Periodcircumstances. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled desires to participate in, but not control, any such defense or settlement the defense of a Third Indemnified Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be may do so at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by 's sole cost and expense. If the Indemnifying Party in writing, or (b) the Indemnifying Party has failed elects not to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case defend the Indemnified Party will control against such claim or demand, whether by not giving the defense)Indemnified Party timely notice as provided above or otherwise, or (c) then the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfiedIndemnified Party, the Indemnifying Party will have the sole right to consent to the entry of without waiving any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as rights against the Indemnifying Party, may reasonably settle or defend against any such claim in its the Indemnified Party's reasonable discretiondiscretion and, will deem appropriate (provided, however if it is ultimately determined that such terms the Indemnifying Party is responsible therefor under this Section 10 then the Indemnified Party shall include a complete be entitled to recover from the Indemnifying Party the amount of any settlement or judgment and unconditional release all indemnifiable costs and expenses of the Indemnified Party from all liability with respect thereto), and will transfer to including interest as provided in Section 10.6 hereof. (b) The Indemnifying Party shall not settle any Claim without the consent of the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to if: (i) the amount of any such settlement exceeds the Cap, or disposal of such claim prior to (ii) the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party settlement will have authority to consent to a material adverse effect on the entry of any judgmentbusiness, enter into any settlement operations, assets, properties, prospects or otherwise dispose of such Damages, provided it obtains the prior written consent condition (financial or otherwise) of the Indemnified Party, the Company or its Subsidiary. (c) In the event the Indemnified Party should have a claim against the Indemnifying Party hereunder (i) which, with respect to any such claim by a Buyer Indemnified Party, is known to the senior management of K-Tron, and (ii) which in any event does not involve a claim or demand being asserted against or sought to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed collected by a third party, the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability shall with reasonable promptness send a Claim Notice with respect to, or settle, compromise or discharge, any Third Party to such claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3Party. If the Indemnifying Party chooses to defend or prosecute any Third does not notify the Indemnified Party within the Notice Period that the Indemnifying Party disputes such claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish amount of such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may claim shall be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to conclusively deemed a liability of the Indemnifying Party tohereunder. (d) The procedures set forth in Sections 10.7(a) and (c) hereof shall not apply to claims or demands of a Buyer Indemnified Party which, and in the reasonable retention opinion of the Buyer, would be covered by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationDeductible.

Indemnification Procedure. i) Each Party shall notify Upon the other in the event it becomes aware occurrence of a any claim for which indemnification may is believed to be sought pursuant to due under this Article 16. In case any proceeding Agreement, the party seeking indemnification (including any governmental investigationthe "Indemnified Party") shall be instituted involving any Party in respect provide notice of which indemnity may be such claim (a "Claim Notice") to the party from whom indemnification is sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “"Indemnifying Party”) in writing (an “Indemnification Claim Notice”"). The Claim Notice shall state in general terms the circumstances giving rise to the claim, specify the amount of the claim (or an estimate thereof), and make a request for any payment then believed due. A Claim Notice shall be conclusive against the Indemnifying Party and Indemnified in all respects 20 days after receipt by the Indemnifying Party shall promptly meet to discuss how to respond to any claims that are the subject matter of unless, within such proceeding. At its optionperiod, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to sends the Indemnified Party within ** a notice disputing the propriety or amount of the claim (or until a "Dispute Notice"). Any Dispute Notice shall describe the basis for such time provided in objection and the amount of the claim that the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any applicable extension to appropriately answer any complaintDispute Notice, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all and the Indemnifying Party shall use reasonable efforts to obtain any such extension) after cooperate and arrive at a mutually acceptable resolution of the Indemnifying Party’s receipt dispute within the next 30 days. If a resolution is not reached within the 30-day period, either party may submit the dispute for resolution by a panel of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which three arbitrators selected from the Indemnifying Party expressly agrees panels of arbitrators of the American Arbitration Association in writing that, as between a city mutually selected by the Indemnifying Party and the Indemnified Party (or, if no city can be mutually agreed upon within 15 days, then in Dallas, Texas). The Indemnified Party shall select one arbitrator, the Indemnifying Party shall select the second arbitrator, and the two previously selected arbitrators shall select the third arbitrator. In all respects, the American Arbitration Association's then existing Commercial Arbitration Rules shall govern such panel. The arbitrators' decision shall be binding and conclusive on the parties. If it is finally determined (through either agreement of the parties, arbitration or a Claim Notice becoming conclusive) that all or a portion of the claim amount is owed to the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge shall, within 10 days of such determination, pay the claim in full Indemnified Party such amount owed, together with interest from the date of the Claim Notice until the date of actual payment at the rate earned on the Escrow Funds (the matters described in (i) and (ii), the “Litigation Conditions”"Applicable Rate"). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party non-prevailing party in any arbitration shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense pay all costs of the Third Party claim. Should the Indemnifying Party assume arbitration and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement all of the Third Party claimprevailing party's reasonable attorneys' fees and expenses of investigation. Without limiting this Section 16.3The arbitrators shall specify in their decision which party (i.e., any Indemnified Party will Parent or the shareholders of the Company as a group) is the prevailing party and the amount of the costs, fees and expenses to be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested paid by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditionsnon-prevailing party. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each Party shall notify Within a reasonable period of time after the other in the event it becomes aware incurrence of a claim for which any Losses by any Person entitled to indemnification may be sought pursuant to this Article 16. In case any proceeding Section 6.2 (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the an “Indemnified Party”), including any claim by a third party described in Section 6.5, which might give rise to indemnification hereunder, such Indemnified Party shall provide notice in writing (“Claim Notice”) shall promptly notify of such claim (a “Claim”) to the other Party party from which indemnification is sought (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Claim Notice shall set forth in reasonable detail the nature of the Claim for which indemnification is sought, the factual basis of such Claim and a good faith estimate of the dollar value of the Losses for which indemnification is sought. No such estimate shall have any effect on the extent to which the Indemnifying Parties shall have an obligation to indemnify an Indemnified Party. All Claims made against and paid out of the Escrow Fund to the Parent Indemnitees shall be made and paid in accordance herewith. (b) In the event that the Indemnifying Party and shall object to the indemnification of an Indemnified Party shall promptly meet to discuss how to respond to in respect of any claim or claims that are the subject matter of such proceeding. At its optionspecified in any Claim Notice, the Indemnifying Party may assume shall, within forty-five (45) days after receipt by the defense Indemnifying Party of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice such Claim Notice, deliver to the Indemnified Party within ** a notice to such effect (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the an “Election Time PeriodObjection Notice”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyParty shall, within the thirty (30) day period beginning on the date of receipt by the Indemnified Party of such Objection Notice, attempt in good faith to agree upon the rights of the respective parties with respect to each of such Claims to which the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Periodhave so objected. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved succeed in reaching agreement on their respective rights with respect to any of its responsibility to indemnify such Claims, the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, and the Indemnifying Party shall be entitled to appoint lead promptly prepare and any local counsel in the defense of the Third Party claimsign a memorandum setting forth such agreement. Should the Indemnifying Indemnified Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable unable to agree as to any particular item or items or amount or amounts, then the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party shall submit such dispute to a court of competent jurisdiction. The party which receives a final judgment in writing, such dispute shall be indemnified and held harmless for all reasonable attorney and consultant’s fees or (b) expenses by the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or other party. (c) the Claims for Losses specified in any Claim Notice to which an Indemnifying Party no longer satisfies the Litigation Conditions. iiishall not object in writing within forty-five (45) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry days of any judgment, enter into any settlement or otherwise dispose receipt of such DamagesClaim Notice, on such terms Claims covered by a memorandum of agreement of the nature described in Section 6.3(b), Claims the validity and amount of which have been the subject of judicial determination as described in Section 6.3(b) and Claims 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 its reasonable discretionSection 6.5, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect are hereinafter referred to, or settlecollectively, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation“Resolved Claims”.

Indemnification Procedure. iWithin ten (10) Each Business Days following receipt by an Indemnified Party shall notify the other in the event it becomes aware of notice by a claim for which indemnification may be sought pursuant to this Article 16. In case any proceeding third party (including any governmental Governmental Entity) of any complaint or the commencement of any audit, investigation) shall be instituted involving any , action or proceeding with respect to which such Indemnified Party in respect of which indemnity may be sought entitled to indemnification pursuant to this Article 16hereto (a “Third Party Claim”), such Indemnified Party (shall provide written notice thereof to the “Indemnified Party”) shall promptly notify the other Party obligated to indemnify under this Agreement (the “Indemnifying Party”) ); provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such Third Party Claim only if, and only to the extent that, such failure to notify the Indemnifying Party materially prejudices the Indemnifying Party in writing (an “Indemnification Claim Notice”)adverse manner or results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such Third Party Claim. The Indemnifying Party and shall have the right, upon written notice assuming full responsibility for any Purchaser Losses or Seller Losses (as the case may be) resulting from such Third Party Claim delivered to the Indemnified Party shall promptly meet within twenty (20) days thereafter, to discuss how to respond to any claims that are assume the subject matter defense of such proceeding. At its optionThird Party Claim; provided, the however, that an Indemnifying Party may will not be entitled to assume the defense of any such Third Party claim subject to indemnification as provided for Claim if (i) such Third Party Claim could result in this Section 16.3 by giving written notice to criminal liability of, or equitable remedies against, the Indemnified Party; (ii) the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (reasonably believes that the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt interests of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyParty with respect to the such claim are in conflict with one another, and as a result, the Indemnifying Party shall be solely obligated to satisfy and discharge could not adequately represent the claim in full (interests of the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for in such defense if claim; (iii) such Third Party Claim would reasonably be expected to give rise to damages which are more than the Litigation Conditions are not satisfied, amount indemnifiable by written notice to the Indemnifying Party within the Election Time Period. If pursuant to this Article XI; or (iv) upon petition by the Indemnified Party fails to promptly provide an Indemnification Claim NoticeParty, and such failure materially prejudices the defense of such claim, then appropriate court rules that the Indemnifying Party shall be relieved of its responsibility failed or is failing to indemnify the Indemnified Party. ii) Upon assuming the defense of a vigorously prosecute or defend such Third Party claim in accordance with this Section 16.3Claim. In the event, however, that the Indemnifying Party shall be declines or fails to assume, or is not permitted or entitled to appoint lead and any local counsel in assume, the defense of the Third Party claim. Should Claim within such twenty (20) day period, then the Indemnifying Indemnified Party shall have the right, but not the obligation, to assume and continue the defense of a such Third Party claim, except Claim and any Purchaser Losses or any Seller Losses (as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to case may be) shall include the reasonable fees and disbursements of counsel for the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeas incurred; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in writingany jurisdiction in connection with any single Third Party Claim. In any Third Party Claim for which indemnification is being sought hereunder, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed whichever is not assuming the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded Claim, shall have the right to the Indemnifying Party to, participate in such matter and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to retain its own counsel at such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderParty’s own expense. The Indemnifying Party will reimburse or the Indemnified Party for (as the case may be) shall at all its times use reasonable out-of-pocket expenses incurred efforts to keep the Indemnifying Party or the Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in connection good faith with each other with respect to the defense of any such cooperationmatter.

Indemnification Procedure. i(a) Each A Party shall notify the other in the event it becomes aware of a claim for which seeking indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party hereunder (the “Indemnified Party”) shall promptly notify the each other Party (the “Indemnifying Party”” which shall include Parent in the event the Indemnifying Party is the Company) in writing (each, an “Indemnification Claim Notice”) reasonably promptly after the assertion against the Indemnified Party of any claim or fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (“Claim”), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). The Upon the reasonable request of the Indemnifying Party and Party, the Indemnified Party shall furnish promptly meet to discuss how to respond to any claims that are the subject matter Indemnifying Party copies of all written correspondence and official documents (including court documents) received or sent in respect of such proceeding. At its optionClaim. (b) With respect to Third Party Claims, subject to the provisions of subsections (c) and (d) below, the Indemnifying Party may shall have the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at the Indemnifying Party’s sole expense so long as (x) the Indemnifying Party agrees in writing to be responsible for all Losses arising from such Claim without any Third reservations of rights, (y) the Claim involves only money damages and does not seek an injunction or other equitable relief and (z) such Claim has not been brought by a Governmental Authority. If the Indemnifying Party claim subject to indemnification as provided for in this Section 16.3 by giving so assumes the defense and handling of the Claim, the provisions of subsection (c) below shall govern. If the Indemnifying Party does not give written notice to the Indemnified Party Party, within ** thirty (or until such time provided in any applicable extension to appropriately answer any complaint30) days after receipt of the Indemnification Claim Notice, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after of the Indemnifying Party’s receipt election to assume the defense and handling of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Partysuch Claim, the Indemnifying Party provisions of subsection (d) below shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Partygovern. ii(c) Upon assuming assumption of the defense of a Third Party claim in accordance with this Section 16.3, Claim by the Indemnifying Party: (i) the Indemnifying Party shall be entitled have the right to appoint lead and any local counsel in shall assume control and responsibility for dealing with the defense of the Third Party claim. Should Claim; (ii) the Indemnifying Party assume and continue may, at its own cost, appoint as counsel in connection with conducting the defense and handling of a Third Party claim, except as otherwise set forth in this Section 16.3, such Claim any law firm or counsel reasonably acceptable to the Indemnified Party; (iii) the Indemnifying Party will shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party or its Affiliates other than purely financial obligations for which the Indemnified Party is fully indemnified hereunder or which does not be liable to include an unconditional release of the Indemnified Party for any legal expenses subsequently incurred by such all Losses arising out of or relating to the Claim. The Indemnified Party after the date of assumption of defense in connection shall reasonably cooperate with the analysis, defense, countersuit or settlement of the Third Indemnifying Party claim. Without limiting this Section 16.3, any Indemnified Party will and shall be entitled to participate in, but not control, the defense of a such Claim with its own counsel and at its own expense. (d) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in subsection (b) or fails to conduct the defense and handling of any Third Party claim for which it has sought indemnification hereunder Claim in good faith and to engage counsel of its choice for in a reasonable manner after having assumed such purpose; providedClaim, howeverthe Indemnified Party may, that such engagement will be at the Indemnified Indemnifying Party’s own expense unless (a) the engagement thereof has been specifically requested by expense, select counsel reasonably acceptable to the Indemnifying Party in writingconnection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, or (b) the Indemnified Party shall keep the Indemnifying Party has failed to assume and actively further informed of the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose status of such Damages, on Claim and shall not settle such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains Claim without the prior written consent of the Indemnified Indemnifying Party, which consent shall not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed . If the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of defends or handles such Indemnifying Party. The Indemnified Party will not admit any liability with respect toClaim, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance shall cooperate with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in the defense or prosecution thereof and will furnish handling of such records, information Claim with its own counsel and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all at its reasonable out-of-pocket expenses incurred in connection with such cooperationown expense.

Indemnification Procedure. i(a) Each Party shall promptly notify the other Party in writing of any Third Party Claim. Concurrent with the event it becomes aware provision of a claim for which indemnification may be sought notice pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Section 9.4(a), the Party in respect of which claiming indemnity may be sought pursuant to under this Article 16, such Party 9 (the “Indemnified Party”) shall promptly notify provide to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing (an “Indemnification copies of any complaint, summons, subpoena or other court filings or correspondence related to such Third Party Claim Notice”)and will give such other information with respect thereto as the Indemnifying Party shall reasonably request. The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceedingThird Party Claim. At its option, the Failure to provide prompt notice shall not relieve an Indemnifying Party may assume of the defense of any Third Party claim subject duty to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (defend or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and indemnify unless such failure materially prejudices the defense of such claim, then any matter. Each Party agrees that it will take reasonable steps to minimize the Indemnifying Party shall be relieved burdens of its responsibility the litigation on witnesses and on the ongoing business of the Teva Indemnified Parties and OGX Indemnified Parties including making reasonable accommodations to indemnify witnesses’ schedules when possible and seeking appropriate protective orders limiting the Indemnified Partyduration and/or location of depositions. ii(b) Upon assuming the defense Should either Party dispute that any Third Party Claim or portion of a Third Party claim Claim (“Disputed Claim”) of which it receives notice pursuant to Section 9.4(a), is an indemnified Third Party Claim, it shall so notify the other Party providing written notice in accordance with this Section 16.3sufficient time to permit such other Party to retain counsel and timely appear, the Indemnifying answer and/or move in any such action. In such event, such other Party shall be entitled to appoint lead and any local counsel in the defense of the defend against such Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeClaim; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by Party shall not settle any Third Party Claim which it contends is an indemnified Third Party Claim without providing the Indemnifying Party in writing, or (b) the Indemnifying Party has failed [***] notice prior to any such settlement and an opportunity to assume and actively further the defense and engage counsel in accordance with indemnification of such Third Party Claim pursuant to this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject Agreement. If it is determined that a Disputed Claim is subject to the Litigation Conditions being satisfiedindemnification, the Indemnifying Party will have reimburse the sole right to consent to the entry of any judgmentcosts and expenses, enter into any settlement or otherwise dispose of such Damagesincluding reasonable attorneys’ fees, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. i(a) Each A Party shall notify the other in the event it becomes aware hereto or any of a claim for which its Affiliates seeking indemnification may be sought pursuant to this Article 16. In case any proceeding hereunder (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any claim or allegation by a Third Party (an “Indemnification Claim NoticeThird Party Claim”). The ) in respect of which the Indemnified Party intends to base a claim for indemnification hereunder, but the failure or delay to notify the Indemnifying Party and shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party shall promptly meet except to discuss how the extent that the Indemnifying Party demonstrates that its ability to respond defend or resolve such Third Party Claim is adversely affected thereby. (b) Subject to any claims that are the subject matter provisions of such proceeding. At its optionsub-Clauses (d) and (e) below, the Indemnifying Party may assume shall have the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving right, upon written notice given to the Indemnified Party within ** thirty (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (30) days after receipt of the “Election Time Period”); with notice from the Indemnified Party being obligated of any Third Party Claim to make all reasonable efforts to obtain any assume the defense and handling of such extension) after Third Party Claim, at the Indemnifying Party’s receipt sole expense, in which case the provisions of an Indemnification Claim Noticesub-Clause (c) below shall govern. (c) The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense and handling of such Third Party Claim, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees shall defend or handle the same in writing that, as between the Indemnifying Party and consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Third Party Claim. The Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii)not, the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, not agree to be unreasonably withheld a settlement of any Third Party Claim which could lead to liability or delayed. iv) The Indemnifying Party that has assumed create any financial or other obligation on the defense part of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that for which the Indemnified Party is reached without the written consent of such Indemnifying Partynot entitled to indemnification hereunder. The Indemnified Party will not admit any liability shall cooperate with respect tothe Indemnifying Party and shall be entitled to participate in the defense and handling of such Third Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, or settle, compromise or discharge, in the event the Indemnifying Party fails to conduct the defense and handling of any Third Party claim without first offering Claim in good faith after having assumed such, then the provisions of sub-Clause (e) below shall govern. (d) If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the notice from the Indemnified Party of any Third Party Claim, of the Indemnifying Party’s election to assume the defense and handling of such Third Party Claim, the provisions of sub-Clause (e) below shall govern. (e) The Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party the opportunity to assume in connection with conducting the defense and handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Third Party claim in accordance with this Section 16.3Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party defends or handles such Third Party Claim, the Indemnifying Party chooses to defend or prosecute any Third Party claim, shall cooperate with the Indemnified Party will cooperate and shall be entitled to participate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with handling of such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, Claim with its own counsel and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all at its reasonable out-of-pocket expenses incurred in connection with such cooperationown expense.

Indemnification Procedure. i13.4.1 Any party seeking indemnification, damages, or any other recovery whatsoever (the "Indemnified Party") Each from another party or parties (individually or collectively, the "Indemnifying Party") with respect to any claim, demand, action, proceeding or other matter pursuant to this Agreement or arising out of the transactions contemplated hereby (the "Claim") shall notify the Indemnifying party of the existence of the Claim, setting forth in reasonable detail the facts and circumstances pertaining thereto and the basis for the Indemnified Party's right to indemnification (a "Notice of Claims"), which Notice of Claim shall contain the following information to the extent it is reasonably available to the Indemnified Party: (a) an estimate of the amount then reasonably ascertainable of the alleged loss, expense or liability against which the Indemnified Party is indemnified; (b) a description, in reasonable detail, of the circumstances giving rise to the alleged loss, expense, or liability; and (c) a statement identifying each party against whom a Claim is asserted. In no event shall such notice be valid or enforceable if sent after the Survival Period. 13.4.2 If any third party shall notify any Indemnified Party with respect to any matter which may give rise to a Claim for indemnification against the Indemnifying Party under this Agreement, then the Indemnified Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party thereof, which notice shall set forth the information required in Section 13.4.1 and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party be furnished within ** thirty (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, 's receipt of notice from the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposethird party; provided, however, that such engagement will be at no delay on the part of the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by Party in notifying any Indemnifying Party shall relieve the Indemnifying Party in writing, from any liability or obligation hereunder unless (band then solely to the extent) the Indemnifying Party has failed thereby is materially prejudiced by such failure to give notice. However, in no event shall such notice be valid or enforceable if sent after the Survival Period. If the Indemnifying Party notifies the Indemnified Party within thirty (30) days that it will assume and actively further the defense thereof: (1) the Indemnifying Party shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (2) the Indemnified Party may retain separate counsel at its sole cost and engage expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate counsel in accordance with this Section 16.3 to the extent the Indemnified Party concludes based upon advice of counsel that a conflict of interest exists between the Indemnified Party and Indemnifying Party that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party, but the assertion of which would be adverse to the interest of the Indemnified Party); (in which case 3) the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose with respect to the matter without the written consent of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, Party (not to be withheld unreasonably); and (4) the Indemnifying Party will deem appropriate (provided, however that such terms shall not consent to the entry of any judgment or enter into any settlement which does not include a complete and unconditional release of provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto), and will transfer to without the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, Party (not to be unreasonably withheld or delayed.unreasonably); iv) The 13.4.3 If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that has assumed it will assume the defense of thereof, then the Third Indemnified Party claim in accordance with this Section 16.3 will not be liable for may defend against, or enter into any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settlethe matter in any manner it reasonably may deemed appropriate, compromise or dischargewithout prejudice to any of its rights hereunder; 13.4.4 The Indemnified Party shall be entitled to reimbursement for reasonable expenses, included in damages with respect to any Third Party claim Claim (including, without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimlimitation, the Indemnified Party will cooperate in the defense or prosecution thereof cost of defense, preparation and will furnish investigation relating to such records, information and testimony, provide Claim) as such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention expenses are incurred by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.Party;

Indemnification Procedure. i(a) Each Party shall notify Any Person seeking indemnification (the "Indemnified Party") from any other in Person (the event it becomes aware of a claim for which indemnification may be sought "Indemnifying Party") with respect to any claim, demand, action, proceeding or other matter pursuant to this Article 16. In case any proceeding Section 11.2 (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”a "Claim") shall promptly notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the existence of the Claim, setting forth in reasonable detail the facts and circumstances pertaining thereto and the basis for the Indemnified Party's right to indemnification. (an “Indemnification b) If any third party shall notify any Indemnified Party with respect to any matter which may give rise to a Claim Notice”). The for indemnification against the Indemnifying Party and under this Agreement, then the Indemnified Party shall promptly meet to discuss how to respond to notify each Indemnifying Party thereof; provided, however, that no delay on the part of the Indemnified Party in notifying any claims that are the subject matter of such proceeding. At its option, Indemnifying Party shall relieve the Indemnifying Party may assume from any liability or obligation hereunder unless (and then solely to the defense of any Third extent) the Indemnifying Party claim subject thereby is materially prejudiced by such failure to indemnification as provided for in this Section 16.3 by giving written notice to give notice. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ** five days after the Indemnified Party's receipt thereof, copies of all notices and documents (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with including court papers) received by the Indemnified Party being obligated relating to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s Claim. Upon receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Partynotice of a Claim, the Indemnifying Party shall be solely obligated entitled, at its option and at its cost and expense, to satisfy and discharge assume the claim in full (defense of such Claim by notifying the matters described in Indemnified Party thereof within 30 days of receiving such notice. In addition: (i) and the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii), ) the “Litigation Conditions”). The Indemnified Party may assume responsibility retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel (A) to the extent the Indemnified Party concludes reasonably based upon written advice of counsel that a material conflict of interest exists between the Indemnified Party and Indemnifying Party or (B) the named parties to any such defense if action (including any impleaded parties) include both such Indemnified Party and the Litigation Conditions Indemnifying Party and such Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Party which (1) are not satisfied, by written notice available to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails or (2) available to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall but the assertion of which would be relieved adverse to the interest of its responsibility to indemnify the Indemnified Party.); ii(iii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose with respect to the matter without the prior written consent of such Damages, on such terms as the Indemnifying Party (such consent not to be unreasonably delayed or withheld); and (iv) the Indemnifying Party will not consent (without the consent of the Indemnified Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall consent not to be unreasonably delayed or withheld) to the entry of any judgment or enter into any settlement which does not include a complete and unconditional release of provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto), and will transfer to . (c) If no Indemnifying Party notifies the Indemnified Party all amounts which said within 30 days after the Indemnified Party will be liable to pay pursuant to such settlement or disposal has given notice of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where matter that the Indemnifying Party has assumed is assuming the defense of thereof, then the Third Indemnified Party claim in accordance with this Section 16.3may defend against, the Indemnifying Party will have authority to consent to the entry of any judgment, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, without prejudice to any of its rights hereunder, subject, however, to the provisions of Section 11.3(b)(iii), and provided that giving or otherwise dispose of such Damages, provided it obtains the prior written consent of failure to give notice by the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the with respect to defense of the Third Party claim in accordance with this Section 16.3 will a Claim shall not be liable for any settlement or other disposition an acknowledgment by the Indemnifying party of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationClaim.

Indemnification Procedure. i(a) Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 16. In case Whenever any proceeding (including any governmental investigation) Loss shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party asserted against or incurred by a Buyer Indemnitee or Seller Indemnitee (the “Indemnified Party”), the Indemnified Party shall give written notice thereof (a “Claim”) shall promptly notify the other Party to Seller or Buyer, respectively (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet furnish to discuss how the Indemnifying Party in reasonable detail such information as the Indemnified Party may have with respect to respond the Claim (including in any case copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure to any claims give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement except to the extent that are such failure actually prejudices the subject matter Indemnifying Party. (b) If the Claim is based on a claim of such proceeding. At its optiona person that is not a party to this Agreement, the Indemnifying Party shall, at its expense, undertake the defense of such Claim with attorneys of its own choosing reasonably satisfactory to the Indemnified Party. In the event the Indemnifying Party, within a reasonable time after receiving notice of a Claim from the Indemnified Party, fails to defend the Claim, the Indemnified Party may, at the Indemnifying Party’s expense, undertake the defense of the Claim and may compromise or settle the Claim, all for the account of the Indemnifying Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyClaim, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party under this Section 12.4 for any legal expenses subsequently incurred by such the Indemnified Party after the date of assumption of defense in connection with the analysisdefense thereof, defenseexcept for such expenses incurred in connection with cooperation with, countersuit or settlement of at the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not controlrequest of, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purposeIndemnifying Party; provided, however, that such engagement will be at the Indemnified Party shall have the right to engage counsel to represent it if, in the Indemnified Party’s own expense unless (a) reasonable judgment, based upon the engagement thereof has been specifically requested advice of counsel, it is advisable, in light of the separate interests of the Indemnified Party and the Indemnifying Party, for the Indemnified Party to be represented by separate counsel, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party in writing, or Party. (bc) the The Indemnifying Party has failed shall not consent to assume and actively further entry of any judgment, except with the defense and engage counsel in accordance with this Section 16.3 (in which case consent of the Indemnified Party will control the defense)given in its sole discretion, or (c) enter into any settlement, except with the Indemnifying consent of the Indemnified Party, which such consent shall not be unreasonably withheld or delayed. In the event the Indemnified Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right refuses to consent to the entry of any judgment, enter into any a judgment or a settlement or otherwise dispose of such Damages, on such terms as for which the Indemnifying Party is solely and entirely responsible and has indicated its sole and entire responsibility in writing to the Indemnified Party, in its reasonable discretionfollowing such refusal, will deem appropriate (provided, however that such terms shall include a complete and unconditional release the liability of the Indemnified Indemnifying Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to fixed at the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry amount of any judgment, enter into any settlement or otherwise dispose of such Damages, money damages provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense proposed judgment or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationsettlement.

Indemnification Procedure. i(a) Each Party In the case of claims or demands made by a third party with respect to which indemnification is sought, the party seeking indemnification shall notify give prompt written notice to the other party of any such claims or demands made upon it, provided that in the event it becomes aware of a failure to give such notice, such failure shall not preclude the party seeking indemnification to obtain such indemnification but its right to indemnification shall be reduced to the extent that the delay prejudiced the defence of the claim or demand or increased the amount of liability or cost of defence. (b) A party given notice of a claim for which indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Party or demand in respect of which indemnity may be indemnification is sought pursuant (hereinafter referred to as the "Indemnifying Party" in this Article 16, such Party Section) by the other party (hereinafter referred to as the “"Indemnified Party”" in this Section) shall promptly notify have the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its optionright, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (given not later than 30 days after receipt of the notice described in Section 11.10(a) to assume the control of the defense, compromise or until settlement of the claim or demand, provided that such time provided in any applicable extension assumption shall, by its terms, be without cost to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which provided the Indemnifying Party expressly acknowledges and agrees in writing that, as between its obligation to indemnify the Indemnified Party in accordance with the terms contained herein in respect of that claim or demand. (c) Upon the assumption of control of any claim or demand by the Indemnifying Party and the Indemnified Partyas set out in Section 11.10(b), the Indemnifying Party shall be solely obligated to satisfy and discharge diligently proceed with the defence, compromise or settlement of the claim in full (the matters described in (i) and (ii)or demand at its sole expense, the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense including, if the Litigation Conditions are not satisfiednecessary, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense employment of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense and, in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimtherewith, the Indemnified Party will shall cooperate in fully, but at the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to expense of the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant with respect to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in connection with the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such cooperationdefence. The Indemnified Party shall also have the right to participate in the negotiation, settlement or defence of any claim or demand at its own expense. The Indemnifying Party shall have the right to settle or compromise any claim or demand, acting reasonably, provided that it first obtains releases in favour of, and at no cost to, the Indemnified Party which are acceptable to the Indemnified Party, acting reasonably. If the Indemnifying Party has assumed control of any claim or demand in accordance herewith, the Indemnified Party shall not be entitled to settle or compromise such claim or demand without the prior written approval of the Indemnifying Party, acting reasonably. (d) The final determination of any claim or demand pursuant to this Section, including all related costs and expenses, will be binding and conclusive upon the parties as to the validity or invalidity, as the case may be of such claim or demand against the Indemnifying Party hereunder. (e) Should the Indemnifying Party fail to give notice to the Indemnified Party as provided in Section 11.2(b), the Indemnified Party shall be entitled to make such settlement of the claim or demand as in its sole discretion may appear advisable, and such settlement or any other final determination of the claim or demand shall be binding upon the Indemnifying Party.

Indemnification Procedure. i(a) Each The Party shall notify the other in the event it becomes aware of a claim for which seeking indemnification may be sought pursuant to under this Article 16. In case XI (the “Indemnified Party”) agrees to give prompt written notice (the “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any Third Party Claim, or the commencement of any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to under this Article 16, such XI; provided that the failure of an Indemnified Party to promptly notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party unless and to the extent the Indemnifying Party demonstrates that it is materially prejudiced by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a written objection (the “Indemnified PartyIndemnification Objection”) shall promptly notify prior to the other Party expiration of twenty (20) Business Days from the “Indemnifying Party”) in writing (an “’s receipt of the Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume shall be deemed not to object to the defense of any Third information contained within the Indemnification Notice. If the Indemnifying Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party within ** shall attempt in good faith to resolve the dispute for twenty (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension20) Business Days after the Indemnifying Party’s receipt of an such Indemnification Claim NoticeObjection. If no resolution is reached, solely for claims, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (ic) that solely seek monetary damages and (ii) as to which the The Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii)if it so elects, the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming control the defense of a Third Party claim in accordance Claim at the Indemnifying Party’s expense and shall consult with this Section 16.3the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Alvogen shall be entitled to appoint lead assume and any local counsel in control (subject to Pfenex having the right to participate and comment) the defense of the Third Party claim. Should Claims relating to clause (f) of Section 11.2 and clause (f) of Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and continue control the defense of a Third Party claimClaim and elects to do so, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after shall have the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled right to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage employ counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested separate from counsel employed by the Indemnifying Party in writingany such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or (bB) the Indemnifying Party has failed to assume and actively further the defense and engage employ counsel in accordance with this Section 16.3 (in which case the fees and expenses of the Indemnified Party will control the defense), or (c) Party’s counsel shall be paid by the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, if the Indemnifying Party will have the sole right otherwise has an obligation to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of indemnify the Indemnified Party from all liability with respect thereto), and will transfer to for the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with related Third Party claims, where Claim). If the Indemnifying Party has assumed the defense of the a Third Party claim Claim in accordance with this Section 16.3the terms hereof, the Indemnifying Party will have authority to may not enter into a settlement or consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, not to be unreasonably withheld and no admission of fault or delayed. ivculpability on behalf of any Indemnified Party, and (II) The Indemnifying Party that has assumed the defense a term of the Third settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party claim shall be required in accordance with this Section 16.3 will not be liable for order to enter into any settlement of, or other disposition consent to the entry of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3conditioned). If the Indemnifying Party chooses to defend does not assume or prosecute any is not controlling the defense of a Third Party claimClaim for any reason, then the Indemnified Party will cooperate in may retain counsel of its own choosing, at the expense of the Indemnifying Party, and assume and control the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with of such Third Party claim. Such cooperation will include access during normal business hours afforded to Claim, and the Indemnifying Party to, and reasonable retention shall have the right to employ counsel separate from counsel employed by the Indemnified Party ofin any such action and to participate in the defense thereof, records but the fees and information that are reasonably relevant to expenses of such Third counsel employed by the Indemnifying Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation shall be at the expense of any material provided hereunderthe Indemnifying Party. The Indemnifying Party will reimburse shall have no obligations with respect to any Losses resulting from the Indemnified Party’s admission, settlement or other communication without the prior written consent of the Indemnifying Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation(which shall not be unreasonably withheld, delayed or conditioned).

Indemnification Procedure. i) Each Party shall notify the other in the event it becomes aware of a claim for which ​ 12.3.1 All indemnification may be sought pursuant to this Article 16. In case any proceeding (including any governmental investigation) shall be instituted involving any Party claims in respect of which indemnity may a Novartis Indemnitee or BicycleTx Indemnitee shall be sought pursuant to this Article 16made solely by Novartis or BicycleTx, such respectively. 12.3.2 A Party seeking indemnification hereunder (the “"Indemnified Party”") shall promptly notify the other Party (the “"Indemnifying Party”") in writing reasonably promptly after the assertion against the Indemnified Party of any Third Party Claim or on the Indemnified Party becoming aware of the fact in respect of which the Indemnified Party intends to base a claim for indemnification hereunder (an “"Indemnification Claim Notice”"), but the failure or delay to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates with competent evidence that its ability to defend or resolve such Third Party Claim is adversely affected thereby. The US 173051874v18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ​ Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Third Party Claim (to the extent that the nature and amount of such Third Party Claim is known at such time). The Upon the request of the Indemnifying Party and Party, the Indemnified Party shall furnish promptly meet to discuss how to respond to any claims that are the subject matter Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such proceedingThird Party Claim. At its option​ 12.3.3 Subject to the provisions of Clauses 12.3.4 and 12.3.5, the Indemnifying Party may shall have the right, upon written notice given to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the defense defence and handling of such Third Party Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Clause 12.3.4 below shall govern. The assumption of the defence of a Third Party Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defences it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an indemnitee harmless from and against the Third Party claim subject to indemnification as provided Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in this Section 16.3 by giving its defence of the Third Party Claim. If the Indemnifying Party does not give written notice to the Indemnified Party Party, within [** (or until such time provided in any applicable extension to appropriately answer any complaint**] after receipt of the Indemnification Claim Notice, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after of the Indemnifying Party’s receipt election to assume the defence and handling of an Indemnification such Third Party Claim, the provisions of Clause 12.3.5 shall govern. ​ 12.3.4 Upon assumption of the defence of a Third Party Claim Notice, solely for claims, by the Indemnifying Party: (i) that solely seek monetary damages the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Third Party Claim; (ii) as to which the Indemnifying Party expressly agrees may, at its own cost, appoint as counsel in writing thatconnection with conducting the defence and handling of such Third Party Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed on a regular basis of the status of and key developments in relation to such Third Party Claim; and (iv) the Indemnifying Party shall have the right to settle the Third Party Claim on any terms the Indemnifying Party chooses; provided, as between however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party or which affects the business of or any rights granted under this Agreement to the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense defence of a such Third Party claim for which it has sought indemnification hereunder Claim with its own counsel and to engage counsel of at its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Partyexpense. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimIn particular, the Indemnified Party will cooperate in the defense or prosecution thereof and will shall furnish such records, information and testimony, provide witnesses and attend such witnesses including conferences, discovery proceedings, hearings, trials and appeals as may be reasonably ​ US 173051874v18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ​ requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnifying Party of, records and information that are reasonably relevant to such Third Party Claim, and making the Indemnifying Party and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. ​ 12.3.5 If the Indemnifying Party does not give written notice to the extent possibleIndemnified Party as set forth in Clause 12.3.3 or fails to conduct the defence and handling of any Third Party Claim in good faith after having assumed such, former employees the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defence and handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of and key developments in relation to such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnified Party defends or handles such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in, but not control the defence and handling of such Third Party Claim with its own counsel and at its own expense. In particular, the Indemnifying Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claimtherewith. Such cooperation will shall include access access, upon reasonable notice and during normal business hours afforded to by the Indemnifying Indemnified Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claimClaim, and making the Indemnifying Party and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderrecords or information provided. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.​

Indemnification Procedure. i(a) Each Party shall notify If the other in Buyer Indemnified Parties or the event it becomes aware of a claim for which Seller Indemnified Parties intend to seek indemnification may be sought pursuant to this Article 16. In case any proceeding Section 8.2 or Section 8.3 hereof, as applicable (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16the "Indemnified Party"), such Indemnified Party (the “Indemnified Party”) shall promptly notify the other Party part(ies) required to provide indemnification pursuant to such Section 8.2 or Section 8.3 hereof, as applicable (the “"Indemnifying Party”) "), in writing (an “Indemnification Claim Notice”)of such claim. The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, will provide the Indemnifying Party may assume the defense with prompt notice of any Third Party third party claim subject in respect of which indemnification is sought. The failure to indemnification as provided for in this Section 16.3 by giving written provide either such notice will not affect any rights hereunder except to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which extent the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the is materially prejudiced thereby. (b) If such claim involves a claim by a third party against an Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy Party, may, within thirty (30) calendar days after receipt of such notice and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written upon notice to the Indemnifying Party within Indemnified Party, assume, through counsel of its own choosing and at its own expense, the Election Time Period. If settlement or defense thereof, and the Indemnified Parties shall reasonably cooperate in connection therewith; provided that the Indemnified Parties may participate at its own cost in such settlement or defense through counsel chosen by it; provided further that if the Indemnified Party fails to promptly provide an Indemnification Claim Notice, reasonably determines that representation by the indemnifying Party's counsel of the indemnifying Party and the Indemnified Parties may present such failure materially prejudices the defense counsel with a conflict of such claiminterests, then the Indemnifying Party shall be relieved pay the reasonable fees and expenses of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim's counsel. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth Notwithstanding anything in this Section 16.39.4 to the contrary, the no Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysismay, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains without the prior written consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed , unless the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that obtains a complete release and is reached without not required to pay any sum or make any admission whatsoever or take any other action in connection with such settlement other than delivering a customary release and discontinuance in which case no such consent shall be required, and such settlement, compromise or, consent will have no adverse, binding effect on the written consent of such Indemnifying PartyIndemnified Party or its Affiliates. The Indemnified Party will shall not admit pay or settle any liability with respect to, or settle, compromise or discharge, any Third Party such claim without first offering to the Indemnifying Party the opportunity Party's consent, such consent not to assume the defense of the Third Party claim in accordance with this Section 16.3be unreasonably withheld. If the Indemnifying Party chooses to defend or prosecute any Third Party claimis not contesting such claim in good faith, then the Indemnified Party will cooperate in may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense or prosecution thereof thereof, and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by shall cooperate with it in connection therewith. The failure of the Indemnified Party ofto participate in, records and information that are reasonably relevant to conduct or control such Third defense shall not relieve the Indemnifying Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided obligation it may have hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.

Indemnification Procedure. (a) Promptly after the incurrence of Damages by the party seeking indemnification (the "Indemnified Party"), including, without limitation, any claim by a third party described in Section 9.3(c) which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (the "Indemnifying Party") a certificate (the "Certificate"), which Certificate shall: (i) Each state that the Indemnified Party shall notify the other in the event has paid or properly accrued Damages or anticipates that it becomes aware of a claim will incur liability for Damages for which such Indemnified Party is entitled to indemnification may be sought pursuant to this Article 16Agreement; and (ii) specify in reasonable detail each individual item of Damage 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, or other claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or effect the obligation of the Indemnifying Party to indemnify the Indemnified Party, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Parties' ability to defend against, settle or satisfy the Damage for which the Indemnified Party is entitled to indemnification hereunder. (b) In case any proceeding (including any governmental investigation) the Indemnifying Party shall be instituted involving any object to the indemnification of an Indemnified Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) any claim or claims specified in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its optionCertificate, the Indemnifying Party may assume shall, within ten (10) days after receipt by the defense Indemnifying Party of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice such Certificate, deliver to the Indemnified Party within ** (or until a written notice to such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (effect specifying the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages objections and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyParty shall, within the 30 day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Periodhave so objected. If the Indemnified Party fails and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly provide an Indemnification Claim Noticeprepare 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 items or amount or amounts, then the Indemnified Party and the Indemnifying Party shall submit such dispute to a court of competent jurisdiction. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party that, in the judgment of such Indemnified Party, may result in the incurrence by such Indemnified Party of Damages for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall deliver to the Indemnifying Party a written notice describing in reasonable detail such claim and such Indemnifying Party may, at its option, assume the defense of the Indemnified Party against such claim (including the employment of counsel), and the payment of expenses. Any Indemnified Party shall have the right to employ separate counsel in any such failure materially prejudices action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, then (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (iii) such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party, but the assertion of which would be adverse to the interests of the Indemnified Party. No Indemnifying Party shall be relieved of its responsibility liable to indemnify any Indemnified Party for any settlement of any such action or claim effected without the Indemnified written consent of the Indemnifying Party. ii) Upon assuming , but if settled with the defense written consent of the Indemnifying Party, or if there be a Third Party claim final judgment for the plaintiff in accordance with this Section 16.3any such action, the Indemnifying Party shall be entitled indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement or judgment. (d) Claims for Damages specified in any Certificate to appoint lead and any local counsel which an Indemnifying Party shall not object in the defense writing within thirty (30) days of receipt of such Certificate, claims for Damages covered by a memorandum of agreement of the Third Party claim. Should nature described in Section 9.3(b), claims for Damages the validity and amount of which have been the subject of judicial determination and claims for Damages which shall have been settled with the consent of the Indemnifying Party assume and continue Party, as described in Section 9.3(c) are hereinafter referred to, collectively, as "Agreed Claims." Within ten (10) business days of the defense determination of a Third Party claim, except as otherwise set forth in this Section 16.3the amount of any Agreed Claims, the Indemnifying Party will not be liable shall pay to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject an amount equal to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent Agreed Claim by wire transfer in immediately available funds to the entry of any judgment, enter into any settlement bank account or otherwise dispose of such Damages, on such terms as the Indemnifying Party, accounts designated in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention writing by the Indemnified Party of, records and information that are reasonably relevant not less than one Business Day prior to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationpayment.

Indemnification Procedure. i(a) Each In order for an Indemnified Party shall notify the other to be entitled to any indemnification provided for under Section 9.6 or this Article 11 in the event it becomes aware respect of a claim made by any Person not a party to this Agreement against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the Indemnifying Party in writing of such Third Party Claim within fifteen (15) Business Days after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that failure to give such notification within the time period specified in this sentence shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party as promptly as practicable, and in any event within fifteen (15) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice, subject to the limitations set forth below. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnifying Party shall thereafter consult with the Indemnified Party upon the Indemnified Party’s reasonable request for which such consultation from time to time, and the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing at its expense. Notwithstanding the foregoing and without limitation of any right of an Indemnified Party to indemnification may be sought pursuant to this Article 16. 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 Article 1611, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet have the right to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may independently control and assume the defense of any Third Party claim subject Claim to indemnification as provided for in this Section 16.3 the extent involving a proceeding, action, investigation or Claim initiated by giving written notice to a Regulator or any other governmental authority; provided, that the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); shall consult with the Indemnified Indemnifying Party being obligated to make all reasonable efforts to obtain any such extension) after upon the Indemnifying Party’s receipt reasonable request for such consultation from time to time. The Indemnified Party shall not be required to share any information to the extent prohibited by applicable confidentiality restrictions as a part of such consultation. (c) Without limitation to any right of an Indemnification Indemnified Party to recover for Claims pursuant to this Article 11 or Section 9.6 (including with respect to reasonable legal fees and expenses related to any Third Party Claim Noticedescribed in Section 11.7(b) pertaining to any Claim initiated by a governmental authority), solely if the Indemnified Party elects to assume or participate in any such defense and to employ separate counsel, the Indemnifying Party shall be responsible for claims, all reasonable costs and expenses actually incurred by the Indemnified Party in defending any such Third Party Claim (including reasonable legal fees of the Indemnified Party’s separate counsel) if: (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice both named parties to the Indemnifying Party within the Election Time Period. If proceedings and the Indemnified Party fails shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense actual or potential conflict of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify interests; or (ii) the Indemnified Party. ii) Upon assuming Party assumes the defense of a Third Party claim in accordance with this Section 16.3, Claim after the Indemnifying Party shall be entitled has failed to appoint lead timely or diligently pursue a Third Party Claim it has assumed. Unless and any local counsel in until the Indemnifying Party assumes the defense of the Third Party claimClaim, the Indemnified Party may defend against the Third Party Claim in any manner it may reasonably deem appropriate. Should If the Indemnifying Party assume and continue assumes the defense of a Third Party claim, except as otherwise set forth in this Section 16.3Claim, the Indemnifying Party will shall not be liable to settle such Third Party Claim without the consent of the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis(which consent shall not be unreasonably withheld, defenseconditioned or delayed), countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, except that such engagement will be at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or shall have the right to settle such Third Party Claim without the consent of the Indemnified Party if such settlement: (bx) does not involve any admission by the Indemnified Party of any violation of Applicable Law; (y) does not involve any relief against the Indemnified Party other than monetary damages for which the Indemnifying Party has failed agrees in writing to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case indemnify the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, limitations in its reasonable discretion, will deem appropriate this Article 11); and (provided, however that such terms shall include z) provides a complete and unconditional customary release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded Claim in form and substance reasonably satisfactory to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationParty.

Indemnification Procedure. i(a) Each Promptly after receipt by an Indemnified Party shall notify the other in the event it becomes aware of notice from a third party of a threatened or filed complaint or the threatened or actual commencement of any audit, investigation, action or proceeding (a “Third Party Claim”) with respect to which such Indemnified Party may be entitled to indemnification hereunder, such Indemnified Party will provide written notification (which shall state in reasonable detail the nature and basis of such Third Party Claim, the basis of the claim for which indemnification may be sought pursuant with respect thereto and (to this Article 16. In case any proceeding the extent known or reasonably ascertainable) the amount of Losses related thereto) to Buyer or the Representative (including any governmental investigation) shall be instituted involving any on behalf of the Equityholders), whichever is the appropriate indemnifying Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party hereunder (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party within ** (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 16.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from liability under this Agreement with respect to such engagement will be at Third Party Claim except to the Indemnified Party’s own expense unless extent, and only to the extent that, such failure to notify the Indemnifying Party results in (ai) the engagement thereof has been specifically requested forfeiture by the Indemnifying Party in writing, or (b) of material rights and defenses otherwise available to the Indemnifying Party has failed with respect to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case the Indemnified such Third Party will control the defense), Claim or (cii) material prejudice to the Indemnifying Party no longer satisfies the Litigation Conditions. iii) with respect to such Third Party Claim. Subject to the Litigation Conditions being satisfiedconsent rights of any insurer or other limitations in the R&W Policy, the Indemnifying Party will have the sole right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter (or sooner if the nature of the Third Party Claim so requires), to assume the defense of such Third Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel; provided, however, notwithstanding anything to the contrary herein, the Representative will not have the right to defend a Third Party Claim if (x) a Buyer Indemnified Party or any insurer is required to assume the defense of such Third Party Claim pursuant to the R&W Insurance Policy, or (y) such Third Party Claim (A) includes a claim relating to (I) ownership of any Intellectual Property owned by or purported to be owned by the Company or any Subsidiary, or (II) that any Intellectual Property owned by, or exclusively licensed to, Buyer, the Company or any Subsidiary, infringes or violates, or constitutes or results from a misappropriation of, any such Intellectual Property, (B) involves potential criminal liability of Buyer, the Company or any Subsidiary, (C) includes a claim relating to Tax matters, or (D) seeks injunctive relief that would reasonably be expected to result in a material restriction on the continuing business interests of such Person against Buyer, the Company or any Subsidiary, in each of which cases, Buyer may elect to assume the defense of such Third Party Claim and be entitled to settle or compromise such Third Party Claim with the consent of the Representative (such consent not to be unreasonably withheld, delayed or conditioned) (with the reasonable expenses and any settled or compromise amounts constituting Buyer Losses hereunder) and the Representative will have the right to participate in the defense of such Third Party Claim at its sole cost and expense, but Buyer will control the investigation and defense thereof. If the Indemnifying Party declines, fails or is not permitted by the terms of this Agreement to assume the defense of such Third Party Claim within such twenty (20) day period, however, the Indemnified Party may employ counsel to represent or defend it in any such Third Party Claim and, if the Indemnifying Party agrees that such Third Party Claim is a matter with respect to which the Indemnified Party is entitled to receive payment from the Indemnifying Party for the Loss in question, the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Third Party Claim. In any Third Party Claim with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such Party’s own expense; provided, however, if the Indemnifying Party agrees that such Third Party Claim is a matter with respect to which the Indemnified Party is entitled to receive payment from the Indemnifying Party for the Loss in question, the Indemnifying Party will pay the out of pocket expenses of such Indemnified Party’s counsel if the named parties to any such action (including any impleaded parties) include both such Indemnifying Party and the Indemnified Party and such Indemnified Party will have been advised by its counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to such Indemnifying Party, or if available to such Indemnifying Party, the assertion of which would be adverse to or in conflict with the interests of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) Neither Buyer, on the one hand, nor the Representative, on the other, may consent to the entry of any judgment, enter into settle or compromise any settlement claim or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains judgment with respect to which indemnification is being sought hereunder without the prior written consent of the other party (which will not be unreasonably withheld, conditioned or delayed); provided, however, the Indemnifying Party may enter into a judgment or settlement without the consent of the Indemnified Party if (i) such judgment or settlement provides solely for the payment of money and does not result in any financial or other obligation of the Indemnified Party, not (ii) Indemnifying Party makes such payment in full pursuant to be unreasonably withheld or delayedthe terms hereof and (iii) the applicable Indemnified Parties receive an unconditional full and final release related to such Third Party Claim. iv(c) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by If an Indemnified Party that is reached without the written consent of claims a right to payment pursuant to this ARTICLE X not involving a Third Party Claim (a “Direct Claim”), such Indemnifying Party. The Indemnified Party will not admit any liability send written notice of such claim to the appropriate Indemnifying Party, and, if the Indemnified Party is a Buyer Indemnified Party, to the Escrow Agent. Such notice will specify in reasonable detail the nature and basis for such claim, the basis of the claim for indemnification with respect tothereto and (to the extent known or reasonably ascertainable) the amount of Losses related thereto (a “Claim Notice”). As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the appropriate Indemnifying Party will work together in good faith to establish the merits and amount of such claim (by mutual agreement, arbitration, litigation or otherwise) and no later than 30 days after its receipt of a Claim Notice, the Indemnifying Party may (i) agree that the Indemnified Party is entitled to receive payment for all of the Losses at issue in the Claim Notice, or settle(ii) object to any Direct Claim set forth in such Claim Notice by delivering written notice to the Indemnified Party, compromise or dischargeand, any Third if the Indemnified Party claim without first offering is a Buyer Indemnified Party, copying the Escrow Agent, of the Indemnifying Party’s objection (an “Objection Notice”), which shall set forth in reasonable detail each disputed item and the basis for each such disputed item. If (i) a Claim Notice was delivered to the Indemnifying Party and, as applicable, the opportunity Escrow Agent, on or prior to assume the defense date that is twelve (12) months following the Closing Date (the “Claim Expiration Date”) and no Objection Notice was delivered to the Indemnified Party and, as applicable, the Escrow Agent, within 30 days after the receipt of the Third Claim Notice by the Indemnifying Party claim (or if such day is not a Business Day, then the next Business Day), or (ii) an Objection Notice was timely delivered to the Indemnified Party and, as applicable, the Escrow Agent, but such Objection Notice was only with respect to a portion of the Losses claimed in the Claim Notice, then (A) if the Indemnified Party is a Buyer Indemnified Party, each of Buyer and the Representative will execute and deliver to the Escrow Agent a joint written instruction signed by Buyer and the Representative instructing the Escrow Agent to release within five (5) Business Days after such time, such amount of the undisputed Buyer Losses specified in the Claim Notice to the Buyer (either on its own behalf or on behalf of a Buyer Indemnified Party) from the Indemnity Escrow Funds, or (B) if the Indemnified Party is an Equityholder Indemnified Party, Buyer will promptly pay all undisputed amounts due and owing to the Representative (on behalf of the Equityholders) by wire transfer of immediately available funds to an account or accounts designated by the Representative. Notwithstanding the foregoing, if the amount of the Buyer Losses set forth in the Claim Notice for which no timely objection is made (or portion thereof) is an estimate or the amount of Buyer Losses was not provided at the time that the Claim Notice was delivered, Buyer (on behalf of itself or any other Buyer Indemnified Party) will not be so entitled to receive, and the Escrow Agent will not deliver, funds in respect of Buyer Losses (or portions thereof) unless and until it receives joint written notice from Buyer and the Representative setting forth an agreement with respect to the amount of such Buyer Losses. The Escrow Agent will distribute cash from the Indemnity Escrow Funds in accordance with this Section 16.3. such instructions within five (5) Business Days after its receipt thereof. (d) If an Objection Notice is timely received, then the Indemnifying Party chooses to defend or prosecute any Third Party claimamount disputed in such Objection Notice shall be treated as a disputed claim (a “Disputed Direct Claim”) and, if the Indemnified Party will cooperate is a Buyer Indemnified Party, the amount of such Disputed Direct Claim as set forth in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may Objection Notice shall be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention held by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on Escrow Agent as a mutually convenient basis to provide additional information and explanation reserved portion of the Indemnity Escrow Funds. The Escrow Agent will distribute cash from the Indemnity Escrow Funds in respect of any material provided hereundersuch Disputed Direct Claim in accordance with the Escrow Agreement. The Indemnifying Party For the avoidance of doubt, any resolution of a Disputed Direct Claim under this Section 10.03(d) adjudicated by litigation among the parties will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred be in connection accordance with such cooperationSections 11.16 and 11.17.

Indemnification Procedure. (a) A party that seeks indemnification under must promptly give the other party notice of any legal action . But a delay in notice does not relieve an Indemnifying Party of any liability to any Indemnified Party, except to the extent the Indemnifying Party shows that the delay prejudiced the defense of the action . (b) The Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified Parties . After assuming the defense, the Indemnifying Party : (i) Each must select counsel (including local counsel if appropriate) that is reasonably satisfactory to the Indemnified Parties; ACTIVE 703770992v10 (ii) is not liable to the other party for any later attorney’s fees or for any other later expenses that the Indemnified Parties incur, except for reasonable investigation costs; (iii) must not compromise or settle the action without the Indemnified Parties consent (which may not be unreasonably withheld) ; and (iv) is not liable for any compromise or settlement made without its consent. (c) If the Indemnifying Party fails to assume the defense within 10 Business Days after receiving notice of the action, the Indemnifying Party shall be bound by any determination made in the action or by any compromise or settlement made by the Indemnified Parties, and also remains liable to pay the Indemnified Parties’ legal fees and expenses . Section 9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS . All claims for indemnification by any Indemnified Party under Section 9 . 2 shall be asserted and resolved as follows : (a) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9 . 2 is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “ Third Party Claim ”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is being asserted under any provision of Section 9 . 2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “ Claim Notice ”) with reasonable promptness to the Indemnifying Party . If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party . The Indemnifying Party shall notify the other in Indemnified Party as soon as practicable within the event it becomes aware period ending thirty ( 30 ) days following receipt by the Indemnifying Party of either a claim for which indemnification may be sought Claim Notice or an Indemnity Notice (as defined below) (the “ Dispute Period ”) whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under Section 9 . 2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim . (i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Article 16Section 9 . In case any proceeding 3 (including any governmental investigationa) , then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be instituted involving any vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in respect the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which indemnity may the Indemnified Party shall not be sought indemnified in full pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”)Section 9 . 2 . The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof ; provided , however, that the Indemnified Party shall promptly meet may, at the sole cost and expense of the Indemnified Party, at any time prior ACTIVE 703770992v10 to discuss how the Indemnifying Party’s delivery of the notice referred to respond in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to any claims be necessary or appropriate to protect its interests ; and provided , further , that are if requested by the subject matter Indemnifying Party, the Indemnified Party will, at the sole cost and expense of such proceeding. At its optionthe Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest . The Indemnified Party may assume the participate in, but not control, any defense or settlement of any Third Party claim subject Claim controlled by the Indemnifying Party pursuant to indemnification this clause (i), and except as provided for in this the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation . Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 16.3 by giving written notice 9 . 2 with respect to such Third Party Claim . (ii) If the Indemnifying Party fails to notify the Indemnified Party within ** the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 9 . 3 (a), or until if the Indemnifying Party gives such time provided in notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any applicable extension to appropriately answer any complaintnotice whatsoever within the Dispute Period, if any, but no longer than ** (the “Election Time Period”); with then the Indemnified Party being obligated shall have the right to make all reasonable efforts to obtain any such extension) after defend, at the sole cost and expense of the Indemnifying Party’s receipt , the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of an Indemnification Claim Notice, solely for claims, the Indemnified Party (i) that solely seek monetary damages and (ii) as to which with the consent of the Indemnifying Party, which consent will not be unreasonably withheld) . The Indemnified Party expressly agrees in writing thatwill have full control of such defense and proceedings, as between the Indemnifying Party and including any compromise or settlement thereof ; provided, however, that if requested by the Indemnified Party, the Indemnifying Party shall be solely obligated will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to satisfy the Indemnified Party and discharge its counsel in contesting any Third Party Claim which the claim in full (Indemnified Party is contesting . Notwithstanding the matters described in (i) and foregoing provisions of this clause (ii), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If has notified the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices within the defense of such claim, then Dispute Period that the Indemnifying Party shall be relieved disputes its liability or the amount of its responsibility liability hereunder to indemnify the Indemnified Party. ii) Upon assuming the defense of a Party with respect to such Third Party claim Claim and if such dispute is resolved in accordance with this Section 16.3, favor of the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth manner provided in this Section 16.3clause (iii) below, the Indemnifying Party will not be liable required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for any legal all reasonable costs and expenses subsequently incurred by such Indemnified the Indemnifying Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third such litigation . The Indemnifying Party claim. Without limiting this Section 16.3, any Indemnified Party will be entitled to may participate in, but not control, the any defense of a Third Party claim for which it has sought indemnification hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at or settlement controlled by the Indemnified Party’s own expense unless Party pursuant to this clause (a) the engagement thereof has been specifically requested by ii), and the Indemnifying Party in writing, or shall bear its own costs and expenses with respect to such participation . (biii) If the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 16.3 (in which case notifies the Indemnified Party will control that it does not dispute its liability or the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. iii) Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry amount of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said with respect to the Third Party Claim under Section 9 . 2 or fails to notify the Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to within the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where Dispute Period whether the Indemnifying Party has assumed disputes its liability or the defense amount of the Third Party claim in accordance with this Section 16.3, the Indemnifying Party will have authority its liability to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant respect to such Third Party claimClaim, and making employees and agents available on the amount of Damages specified in the Claim Notice shall be conclusively deemed a mutually convenient basis to provide additional information and explanation liability of any material provided hereunder. The the Indemnifying Party will reimburse under Section 9 . 2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation.on demand . If the

Indemnification Procedure. (i) Each Party shall notify the other in the event it becomes aware of Within ten (10) Business Days after receipt by a claim for which party entitled to indemnification may be sought pursuant to this Article 16. 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 Article 16, such Party hereunder (the “Indemnified Party”) of written notice of the assertion or the commencement of any proceeding by a third party with respect to any matter referred to in Sections 8.2(a) or 8.2(b), the Indemnified Party shall promptly notify give written notice thereof to the other party obligated to indemnify Indemnified Party (the “Indemnifying Party”), which notice shall include a description of the proceeding, the amount thereof (if known and quantifiable) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party the basis for the proceeding, and thereafter shall promptly meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, keep the Indemnifying Party reasonably informed with respect thereto. A claim for indemnification for any matter not involving a third party proceeding may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 16.3 be asserted by giving written notice to Indemnifying Party within ten (10) Business Days after the Indemnified Party within ** becomes aware of the claim and shall be paid promptly (or until such time provided in any applicable extension subject to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with terms of the Indemnified Party being obligated to make all reasonable efforts to obtain any such extensionEscrow Agreement) after (i) the Indemnifying Party’s receipt of an Indemnification Claim Noticesuch notice, solely for claims, (i) that solely seek monetary damages and or (ii) as to which if the claim is disputed by the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, within five (5) days after resolution of the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (i) and (ii), the “Litigation Conditions”)dispute. The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If the Indemnified Party fails to promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 16.3, the An Indemnifying Party shall be entitled to appoint lead and any local counsel participate in the defense of the Third Party claim. Should any third party action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party’s claim for indemnification at the Indemnifying Party assume Party’s expense, and continue at its option (subject to the defense of a Third Party claim, except limitations set forth below and as otherwise set forth in this Section 16.3Schedule 8.2(a)) shall, within ten (10) Business Days of receipt of notice of the Indemnifying Party will not claim from the Indemnified Party, be liable entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after to be the date of assumption of defense lead counsel in connection with such defense; provided that the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 16.3, any Indemnified Party will shall be entitled to participate in, but not control, in the defense of a Third Party such claim for which it has sought indemnification hereunder and to engage employ counsel of its choice for such purpose; provided, however, provided further that the fees and expenses of such engagement will separate counsel shall be at borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred between the date Indemnified Party provides to the Indemnifying Party notice of the claim and the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party’s own expense unless (a) ). In the engagement thereof has been specifically requested event Sellers are the Indemnifying Party and the claim for indemnification involves a claim against the Company or a Subsidiary, then the fees and expenses of counsel appointed by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with under this Section 16.3 (in which case shall be paid directly by the Indemnified Party will control Company or the defense)applicable Subsidiary, or (c) and the Indemnifying Party no longer satisfies Company and the Litigation ConditionsSubsidiaries shall be entitled to periodic reimbursement of such paid fees and expenses from the General Escrow Amount. Sellers agree to deliver joint written instructions to the Escrow Agent for such purpose. iii(ii) Subject to the Litigation Conditions being satisfiedExcept as set forth on Schedule 8.2(a), the Indemnifying Party will have the sole right shall not be entitled to consent to the entry of any judgment, enter into any settlement or otherwise dispose assume control of such Damagesdefense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, on action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Indemnified Party; (3) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such terms as claim; or (4) in a case where Sellers are the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided, however that such terms shall include a complete and unconditional release the amount of the Indemnified Party from all liability with respect thereto), and will transfer claim is reasonably likely to result in the Indemnified Party all amounts which said Indemnified Party will be liable to pay pursuant to such settlement or disposal payment of such claim prior to Losses in excess of the time such payments become due by the Indemnified Partythen-remaining Escrow Amount. With respect to all other Damages in connection with Third Party claims, where If the Indemnifying Party has assumed controls the defense of the Third Party claim in accordance with this Section 16.3any such claim, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, provided it obtains shall obtain the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 16.3 will not be liable for before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party equitable relief will not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 16.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, be imposed against the Indemnified Party will cooperate in the defense or prosecution thereof if such settlement does not expressly and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by unconditionally release the Indemnified Party of, records from all liabilities and information that are reasonably relevant obligations with respect to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationwithout prejudice.